Common use of Other Limitations Clause in Contracts

Other Limitations. (i) Notwithstanding anything herein to the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warranty.

Other Limitations. Opus acknowledges, on behalf of itself and its Affiliates, that: (ia) Notwithstanding anything herein it has had the opportunity to obtain information about Product in order to evaluate the contraryrisks associated therewith; (b) it has made its own independent assessment and evaluation of the prospects and future performance of Product; (c) in making its decision to enter into this Agreement and the other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby Opus has relied solely upon its own investigation and the express representations and warranties of Iveric set forth in ARTICLE VI (as qualified by the Disclosure Schedule); (d) neither Iveric nor any other Person has made any representation or warranty as to Product, Seller Indemnified Parties the Product Data and Documentation, this Agreement or the rights acquired hereunder or the transactions contemplated hereby, except as expressly set forth in ARTICLE VI (i) shall be entitled to dollar-for-dollar indemnification from as qualified the first dollar, Disclosure Schedule); and (iie) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct as of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of Effective Date, neither Opus nor any of its respective Affiliates has any Knowledge that Iveric has breached or otherwise failed to comply with any of its representations, warranties, covenants or obligations set forth herein. In furtherance and not in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding limitation of the foregoing, none of the Indemnifying Selling Entities shall have Opus and its Affiliates are relinquishing any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected right to any claim based on the Closing Balance Sheet inaccuracy or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect breach of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1representation, warranty, covenant or obligation to the extent Opus had Knowledge of such liability would not have arisen but for a change in legislation inaccuracy or accounting policies made after the Transfer Date breach (or a change in the interpretation Knowledge of a Law factual basis for such inaccuracy or breach) as determined by any court of competent jurisdiction or pursuant to an administrative rulethe Effective Date. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY PROVIDES ANY WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, REGARDING ANY SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM INFRINGEMENT OF THIRD-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyPARTY RIGHTS.

Other Limitations. (ia) Notwithstanding anything For the avoidance of doubt and without limitation to the provisions of Articles 4 and 5, an Indemnitor shall have no obligation to indemnify, defend and hold harmless an Indemnitee from and against any portion of Losses under Section 7.1 or Section 7.2 to the extent that such portion of such Losses results directly from any action taken by, or at the express written request of, such Indemnitee. Neither Party nor any of its respective Affiliates shall have or be subject to any liability to the other Party, its Affiliates or any other Person resulting from the distribution to, or use of any information, documents or materials made available to it by the other Party, including any information, documents or materials in any data rooms, management presentations or other form in expectation of the transactions contemplated hereby. (b) No liability shall arise in respect of any breach of any representation, warranty, covenant or agreement herein to the contraryextent that liability for such breach occurs (or is increased) directly as a result of any retrospective application of a change in applicable law, Seller Indemnified Parties or in accounting policies, procedures or practices, announced by a Governmental Authority or, if not announced in advance of taking effect, taking effect, after the Closing Date, unless Shire or Duramed, as the case may be, knew of any such retrospective application of a change in applicable law, or in such accounting policies, procedures or practices at the time of Closing. (ic) No Party shall be entitled to dollar-for-dollar indemnification recover any Losses or other amounts due from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay other Party pursuant to this Section 11.6(c)(i)(DAgreement by retaining or setting off amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such first Party to such second Party hereunder or under any Transaction Agreement or under any document or instrument delivered pursuant hereto or thereto or in connection herewith or therewith. For the avoidance of doubt, the foregoing is without prejudice to any right of set-off expressly provided for in any Transaction Agreement, which does not involve setting off amounts due under this Agreement. (d) All amounts paid by Shire or Duramed under this Article 7 shall be treated for all purposes as adjustments to the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, Price except to the extent such liability would treatment is not have arisen but for a change in legislation or accounting policies made after permitted by applicable law. In the Transfer Date or a change in event that treatment as an adjustment to the interpretation of a Law as determined Purchase Price is disputed by any court taxing authority, the Party receiving notice of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or dispute shall promptly notify and consult with the written approval other Party concerning resolution of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantysuch dispute.

Other Limitations. (a) Notwithstanding anything to the contrary contained in this Agreement, the Parties shall be entitled to recover any amounts with respect to any indemnification claim made pursuant to this Article 7 for such Losses notwithstanding (i) the fact that such Party or any of their respective Affiliates had knowledge of the particular misrepresentation or breach of warranty, (ii) any investigation or examination conducted with respect to, or any knowledge acquired (or capable of being acquired) about the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant, agreement, undertaking or obligation made by or on behalf of the Parties hereto, (iii) the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, agreement, undertaking or obligation or (iv) the making of this Agreement. (b) Notwithstanding anything to the contrary set forth herein, for the purposes of determining (i) whether there has occurred (A) a breach of any representation or warranty contained in this Agreement or (B) a breach of any agreement or covenant contained in this Agreement and (ii) the amount of any Loss suffered by an Indemnified Party related thereto, the applicable representation, warranty, agreement or covenant shall be read without giving effect to any qualification that is based on materiality, including the words “material,” “Material Adverse Effect,” “in any material respect” or other similar qualifications; provided that, the foregoing will not apply (A) for purposes of determining the standard that must be met to create an obligation to include items in a list set forth in the Seller Disclosure Schedules or (B) for purposes of a claim for Fraud. (c) No Party shall be liable more than once for any Losses arising out of any particular circumstances, even if such circumstances give rise to liability under multiple sections or subsections of this Agreement. By way of example, if particular circumstances give rise to liability under Article 3 and those circumstances would also give rise to liability for Losses under this Article 7, a member of the Seller Group’s liability for those Losses under this Article 7 will be reduced or eliminated to the extent of any indemnification, payment or reimbursement under Article 3 to avoid a double recovery by the Buyer with respect to those circumstances. Further, in the event any amount has been reserved in the Closing Statement with certain facts and circumstances, and a Loss subsequently occurs with respect to such facts and circumstances, then, subject to the other provisions of this Article 7, solely the amount of the Loss, if any, that exceeds the amount reserved or accrued on the Closing Statement with respect such facts and circumstances shall be recoverable. (d) Each Party with insurance coverage that may cover Losses shall use commercially reasonable efforts to pursue a claim under the relevant insurance policy; provided, that (i) no Party shall have any duty to litigate and (ii) the foregoing shall not preclude any member of the Seller Group’s obligation to pay such Losses. If, following satisfaction of a Party’s payment obligations under this Article 7, the Party that received payment under this Article 7 actually receives any insurance proceeds or otherwise, such Party will promptly pay over an amount necessary to avoid double recovery arising out of the particular facts and circumstances for which the insurance proceeds or other sources of recovery were received to the Party that made payment. All insurance proceeds required to be paid over will be reduced, to the extent not taken into account when Losses were calculated, by any out-of-pocket costs or expenses, including any increases in premiums that are solely and directly related to such Losses, incurred in connection with obtaining such insurance proceeds. (e) The Parties intend for this Article 7 to supersede any Law that may otherwise be applicable specifically to contracts of indemnity or matters of indemnification, and this Article 7 is intended to represent a contrary intent, in all manners possible, to the extent that manifestation of a contrary intent is necessary to modify the terms of any Law that might otherwise be applicable concerning the subjects set forth in this Article 7. (f) Notwithstanding anything in this Agreement to the contrary, each of the Parties agrees to use its commercially reasonable efforts to mitigate any Losses upon becoming aware of any event or circumstance that would reasonably expected to, or does, give rise thereto; provided, that the forgoing will not obligate any such indemnified party to commence litigation. Notwithstanding anything in this Agreement to the contrary, no Indemnifying Party shall have any obligation to indemnify any Indemnified Party under this Article 7 for any Losses that are actually recovered by the Indemnified Party from any third party (including any amounts recovered under insurance policies) net of the costs and expenses of such recovery, including any increases in premiums, and the Indemnified Party shall reimburse the Indemnifying Party in the event of a recovery by such Indemnified Party subsequent to an indemnification payment being made. (g) Notwithstanding anything herein to the contrary, Seller Indemnified Parties no breach of any representation, warranty, covenant, or agreement contained herein will give rise to any right on the part of any party hereto, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (h) Unless otherwise required by applicable Law, all indemnification payments, except from the R&W Insurance Policy, will be treated as adjustments to the Purchase Price for income Tax purposes. (i) shall be entitled to dollar-for-dollar indemnification from Notwithstanding any provision of this Agreement or otherwise, the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant Parties to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none Agreement agree on their own behalf and on behalf of the Indemnifying Selling Entities shall their respective Subsidiaries and Affiliates that no Non-Recourse Party of a party to this Agreement will have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet relating to this Agreement or warranty claims following the final determination any of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, transactions set forth herein except to the extent agreed to in writing by such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative ruleNon-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyRecourse Party.

Other Limitations. (a) Except for (i) Notwithstanding anything herein to any claim or proceeding for fraud, (ii) except for any claim or proceeding against a holder of Company Common Stock in its individual capacity for breach by such holder of Section 8.6 or Section 8.7 of this Agreement or any representation, warranty, covenant or agreement made by such holder in the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollarLetter of Transmittal, and (iiiii) any claim or proceeding against the Escrow Agent or Parent for distribution of funds to designees of the Stockholder Representative as set forth in the Direction Letter or the Escrow Distribution Instructions, the sole and exclusive remedy for Damages with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. Any breach of Section 8.6 or Section 8.7 of this Agreement or representation, warranty, covenant or agreement made by such holder in the Letter of Transmittal shall not be subject to any of the Cap limitations on or procedures for indemnification set forth herein, and the Buyer Indemnified Persons expressly reserve all rights and remedies with respect to:thereto. (Ab) Losses involving Assumed Liabilities Notwithstanding anything to the contrary contained herein, for purposes of determining whether there has been a breach and liabilities under Section 11.2(gthe amount of any Damages that are the subject matter of a claim for indemnification hereunder, the limitations on indemnification set forth herein (i.e., the Basket, the Maximum Amount and the Threshold) shall be the materiality standard for all purposes hereunder and, therefore, each representation, warranty and other provision contained in this Agreement and each certificate delivered pursuant hereto shall be read without regard and without giving effect to any materiality or Material Adverse Effect standard or qualification contained in such representation or warranty (Pension Liabilitiesas if such standard or qualification were deleted from such representation and warranty);. (Bc) Losses arising The amount of any Damages for which indemnification is provided under any of Sections 8.2(a) and 8.2(b) shall be without reduction for any Tax Benefits (defined below) available to the Indemnified Person. However, to the extent that the Indemnified Person recognizes Tax Benefits as a result of any Damages, the Indemnified Person shall pay the amount of such Tax Benefits (but not in excess of the indemnification payment or payments actually received from the fraud or willful misconduct of the Purchasing Entities; (CIndemnifying Person with respect to such Damages) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that to the Indemnifying Buying Entities Person as such Tax Benefits are actually recognized by the Indemnified Person. For this purpose, the Indemnified Person shall be obligated deemed to pay recognize a tax benefit (“Tax Benefit”) with respect to a taxable year if, and to the extent that, the Indemnified Person’s cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to the Damages from all taxable years, exceeds the Indemnified Person’s actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the Damages for all taxable years (to the extent permitted by relevant Tax law and treating such Tax items as the last items claimed for any taxable year). The Indemnifying Person shall reimburse the Indemnified Person for any payments of Tax Benefits pursuant to this Section 11.6(c)(i)(D8.4(c) if and to the extent that the Indemnified Person’s right to such Tax Benefits is successfully challenged by a taxing authority. The amount of any Damages for which indemnification is provided under any of Sections 8.2(a) and 8.2(b) shall be grossed-up if and to the Purchase Price. Notwithstanding extent that any Taxes are owed by the foregoing, none Indemnified Person as a result of the Indemnifying Selling Entities shall have receipt of any liability payment for the following:Damages under this Section 8 (including any Taxes attributable to payments pursuant to this sentence). (iid) For accounts receivable collectibilityIf after payment of any claim by an Indemnifying Person to an Indemnified Person, inventory obsolescencesuch Indemnified Person receives insurance proceeds on account of the Damages indemnified by such payment, loss contracts such Indemnified Person shall pay to the Indemnifying Person the amount of such insurance proceeds minus the legal and other reasonable out-of-pocket costs and expenses incurred by such Indemnified Person, if any, in seeking the payment of such insurance proceeds from the insurer or insurers who insured against such Damages but only to the extent that, had the Indemnified Person received such net insurance proceeds prior to the original payment by the Indemnifying Person to the Indemnified Person, the latter payment would have been reduced on account of such insurance proceeds. (e) Except for Damages relating to Taxes (which shall be governed by Section 5.4(f) hereto), the amount of Damages for which a reserve indemnification is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in provided with respect of any claims relating to a breach of the representations and warranties in claim for indemnification under Section 3.12; (iii8.2(a)(i) Any matter subject or 8.2(a)(ii) shall be reduced, with respect to indemnification pursuant to Section 11.1any such claim for indemnification, to the extent (but only to the extent) that (i) a specific item of reserve was established with respect to the subject matter of such liability would not have arisen but claim for indemnification and was included as a change in legislation or accounting policies made after the Transfer Date or a change “consolidated current liability” in the interpretation calculation of Closing Working Capital and (ii) the amount attributable to such specific item of reserve and included as a Law “consolidated current liability” in the calculation of Closing Working Capital exceeded the average of the amount of the reserve with respect to such specific item of reserve as determined by any court of competent jurisdiction or pursuant to an administrative ruleset forth on the Company’s balance sheets for the twelve consecutive one-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or month periods beginning with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation month ended October 31, 2002 and warrantyending with the month ended September 30, 2003.

Other Limitations. Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties expressly intend and agree as follows: (i) Notwithstanding anything herein to the contrary, Seller The amount of any Damages incurred by a UT Indemnified Parties (i) Party shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap reduced by any amount actually recovered by a UT Indemnified Party with respect to: thereto under any insurance coverage (A) Losses involving Assumed Liabilities net any costs and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from expenses, including the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity present value of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(binsurance premium increases); provided, however, that UT shall not be obligated to seek any such proceeds, benefits or recoveries. (ii) The indemnification provisions provided for in this Article 8 will be the maximum aggregate amount exclusive remedy for any breach of any representation, warranty, covenant, or agreement contained in this Agreement; provided, however, that nothing in this Agreement shall limit the rights or remedies of any Indemnified Party in connection with (i) common law fraud or (ii) seeking any equitable remedies. (iii) No current or former stockholder, director, officer, employee, Affiliate or advisor of Arena or any Affiliate of Arena shall have any liability of any nature to any UT Indemnified Party with respect to the breach by Arena of any representation, warranty, covenant or agreement contained in this Agreement or any Related Agreements. The parties acknowledge that no current or former stockholder, director, officer, employee, Affiliate or advisor of Arena has made or is making any representations or warranties whatsoever in their individual capacity regarding Arena or the subject matter of this Agreement or any Related Agreements, express or implied. (iv) Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party may bring a Claim for indemnification for any Damages under this Article 8 notwithstanding the fact that such Indemnified Party had Knowledge of the breach, event or circumstance giving rise to such Damages prior to the Closing or waived any condition to the Closing related thereto. (v) No Indemnifying Buying Entities Party shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be indemnify the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have Indemnified Party for any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, Damages to the extent that such liability would not have arisen but for a change in legislation Damages result from or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried arise out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims matter for a breach which the Indemnifying Party is entitled to indemnity from the Indemnified Party under the terms of any representation and warrantythis Agreement.

Other Limitations. 6.1 The Parent Seller and each other member of the Sellers’ Group’s liability in relation to a Claim for breach of a Warranty (i) Notwithstanding anything herein to the contrary, Seller Indemnified Parties (iother than a Tax Warranty Claim or a Fundamental Warranty Claim) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject reduced or extinguished to the Cap with respect extent that to: (Aa) Losses involving Assumed Liabilities and liabilities under Section 11.2(gan allowance, provision or reserve has been made for any amount related to the subject matter of such Claim in the Accounts, the Completion Statement or in any of the Transaction Documents (including any amount by which the valuation of any asset has been reduced in the Accounts or the Completion Statement to take account of the subject matter of such Claim) (Pension Liabilities);or to the extent that payment or discharge of the relevant matter has been taken into account therein; or (Bb) Losses arising from the fraud or willful misconduct any amount has been recovered under any other claim in respect of the Purchasing Entities;same matter, fact or circumstance. (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none 6.2 The Parent Seller and each other member of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than Sellers’ Group will not be liable in respect of any claims relating to a Claim for breach of the representations and warranties in Section 3.12; a Warranty (iiiother than a Tax Warranty Claim) Any matter subject to indemnification pursuant to Section 11.1, to the extent that such Claim is attributable to, arises as a result of, or is increased by (in which case such liability would shall be reduced by the amount so increased but shall not have arisen but for a change in legislation otherwise be extinguished): (a) any voluntary act or accounting policies made transaction carried out after the Transfer Date date of this Deed by or a change at the request of or with the consent of the Buyers, any member of the Buyers’ Group, or in the interpretation of a Law as determined by any court of competent jurisdiction each case its directors, employees, agents or successors in title. (b) anything expressly required to be done or omitted to be done pursuant to an administrative rule-making decision of a governmental authority after the Transfer Datethis Deed; or (ivc) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would winding-up of any Group Member or any winding-up or cessation after Completion of any trade or business carried on by any Group Member or effecting a major change after Completion in the nature or conduct of any trade or business carried on by any Group Member. 6.3 The Parent Seller and each other member of the Sellers’ Group shall not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than be liable in respect of any claims Claim for a breach of a Warranty to the extent that the Buyers were aware on or before the date of this Deed of the matters giving rise to the Claim (and for the purposes of this paragraph 6.3, the awareness of the Buyers shall mean the actual acknowledge of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and such persons shall be deemed to have knowledge of the Disclosed Matters and the contents of any representation due diligence reports provided by the advisors to the Buyers and/or any other member of the Buyers’ Group or their respective advisors on their behalf). ​ ​ 6.4 Nothing in this Deed will in any way restrict or limit the general obligation at law of the Buyers and warrantythe Group to mitigate any loss or damage which it may suffer in consequence of any breach by the Parent Seller of this Deed or any fact, matter or circumstance giving rise to a Claim (other than a Tax Deed Claim). 6.5 If any Claim (other than a Tax Deed Claim) will arise by reason of some liability which at the time that the Claim is notified to the Parent Seller is contingent only or otherwise not capable of being quantified, the Parent Seller and each other member of the Sellers’ Group will not be under any obligation to make any payment to the Buyers in respect of such Claim until the contingent liability becomes actual and is due and payable. This paragraph ‎6.5 of this ‎Schedule 4 (Limitations on Liability) is without prejudice to the obligation of the Buyers to notify the Parent Seller of the Claim and to issue and serve proceedings in respect thereof in accordance with paragraphs ‎2.2(c), ‎2.2(d) and ‎3.1 of this ‎Schedule 4 (Limitations on Liability) provided always that the time period pursuant to which the Buyers must issue and serve proceedings in respect thereof shall not begin until the Claim has ceased to be contingent or becomes capable of being quantified. 6.6 The Buyers acknowledge and agree that the only Warranties given in relation to Taxation or any related claims, liabilities or other matters (“Tax Matters”) are those set out in paragraph ‎21 (Taxation) of ‎Schedule 3 (Warranties) and no other warranty is given in relation to Tax Matters.

Other Limitations. Notwithstanding anything to the contrary in this Agreement, (i) no Indemnified Party shall make an indemnification claim hereunder for Damages for which written notice of the underlying claim was not duly delivered to the Indemnifying Party within the applicable time limitation set forth in Section 8.5(a), , (ii) Damages arising from any breach of a representation or warranty shall be calculated without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or words of like meaning set forth therein, except with respect to the representations and warranties of the Company set forth in Section 3.7(b) and clause (a) of Section 3.8), (iii) no Seller Indemnifying Party will be liable for any Damages pursuant to Section 8.1(a)(ii) in respect of a breach of a covenant or agreement unless the Company (with respect to the Pre-Closing period), such Seller Indemnifying Party or any of their Affiliates or Representatives has committed such breach, (iv) no Seller Indemnifying Party will be liable for any Damages pursuant to this Agreement arising from, in respect of or relating to (A) any state or local sales or use Taxes of the Company or its Subsidiaries or (B) the breach or inaccuracy of any representation, warranty, covenant, or agreement set forth in this Agreement with respect to state or local sales or use Taxes of the Company or its Subsidiaries, and (v) no Seller Indemnifying Party will be liable for any fraud or willful breach under this Agreement unless the Company (with respect to the Pre-Closing Period), such Seller Indemnifying Party or any of their Affiliates or Representatives has committed such fraud or willful breach. Notwithstanding anything herein to the contrary, Seller except (A) for the right to specifically enforce the provisions of this Agreement as provided in Section 11.7, (B) for payment of Taxes as provided in Section 2.13 and Section 9.1(a), and (C) with respect to fraud or willful breach, the rights of the Indemnified Parties (i) under this Article VIII shall be entitled the sole and exclusive remedies of the Indemnified Parties with respect to claims under this Agreement after the execution of this Agreement, and none of Parent, Merger Sub, the Company, the Securityholder Representative or any Company Securityholder shall have any other rights or remedies in connection with any breach of this Agreement or any other liability arising out of the negotiation, entry into or consummation of the transactions contemplated by this Agreement, whether based on contract, tort, strict liability, other Laws or otherwise. All representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive remedies set forth in this Article VIII. Notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement of the parties in this Agreement shall give rise to any right on the part of any Indemnified Party, after the Closing, to rescind this Agreement or any of the Transactions. In quantifying the amount of any Damages of the Indemnified Party under this Article VIII, there will be subtracted the amount of any (1) insurance proceeds (net of Taxes actually incurred and net of any increased premiums, deductibles or other costs actually incurred relating to the receipt of such proceeds and attributable to any such Damages), other than proceeds received through self‑insurance or insurance provided by Affiliates of such Indemnified Party, actually received by the Indemnified Party with respect to such Damages; provided, however, with respect to any Litigation Losses owed by the Indemnifying Party pursuant to Section 8.1(b), any such insurance proceeds will accrue fully to the benefit of the Indemnifying Party such that such insurance proceeds will reduce in full on a dollar-for-dollar indemnification basis any amounts owed by the Indemnifying Party pursuant to Section 8.1(b), and the Indemnifying Party shall be entitled to enforce any rights (including by instituting an Action) of the Indemnified Party to recover any such insurance proceeds with respect to (a) matters relating to or arising out of the Class Action Litigation and (b) other matters for which the Indemnifying Party is required to indemnify the Indemnified Party hereunder, in each case, from insurance carriers and policies of the Company in existence prior to the Closing, provided that in the event Parent submits a claim for insurance from any such insurance carrier which is denied, (X) Parent shall be entitled to recover any amounts it is entitled to be indemnified for pursuant to this Article VIII from the first dollarapplicable Escrow Amount and (Y) the Indemnifying Party may enforce any rights it may have under such insurance policies, (2) any Tax benefit actually realized by the Indemnified Party that arises from the incurrence or payment of any such Damages (taking into account any Tax cost actually incurred by the Indemnified Party that arises from the receipt or accrual of any indemnity payment), and (ii3) shall not be subject to third‑party payments actually received by the Cap Indemnified Party with respect to: to such Damages (A) Losses involving Assumed Liabilities net of Taxes actually incurred). Each Indemnified Party shall take, and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of cause its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); providedAffiliates to take, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated all reasonable steps to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1mitigate Damages, to the extent such liability it is reasonably feasible to do so, upon becoming aware of any event or circumstance that would not be reasonably expected to, or does, give rise thereto. In computing the amount of Tax benefit or Tax cost referred to in clause (2) above, (x) the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit, and shall take into account any available Tax attributes (e.g., net operating loss or credit carryforwards), before recognizing any item arising out of the incurrence or payment of any Damages or the accrual or receipt of any indemnity payment hereunder, and (y) the Indemnified Party shall be deemed to have arisen but for actually realized a change in legislation Tax benefit or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, Tax cost to the extent that, and at such liability time as, the amount of Taxes payable by such Indemnified Party is reduced below or increased above, as the case may be, the amount of Taxes that such Indemnified Party would not have arisen be required to pay but for some actthe incurrence or payment of such Damages or the accrual or receipt of the indemnity payment, omissionas the case may be. In the event that the Indemnifying Parties reimburse the Indemnified Party for any Damages prior to the occurrence of any events contemplated by clauses (1), transaction (2) or arrangement carried out (3) above, the Indemnified Party will remit to the Indemnifying Party any such amounts that the Indemnified Party subsequently receives or realizes with respect to such Damages. Upon the payment in full of any claim hereunder, the Indemnifying Party will be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim. The Indemnified Party shall cooperate with the Indemnifying Party, at the written request or with Indemnifying Party’s sole expense, in the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized assertion by this Agreement other than in respect the Indemnifying Party of any claims for a breach of any representation and warrantysuch claim against such other Persons.

Other Limitations. Notwithstanding anything to the contrary contained in this Agreement or otherwise, the parties expressly intend and agrees as follows: (i) Notwithstanding anything herein to the contrary, Seller The amount of any Damages incurred by a Purchaser Indemnified Parties (i) Party shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap reduced by any amount actually recovered by a Purchaser Indemnified Party with respect to: thereto under any insurance coverage (A) Losses involving Assumed Liabilities net any costs and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from expenses, including the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity present value of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(binsurance premium increases); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities Purchaser shall not be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoingseek any such proceeds, none of the Indemnifying Selling Entities shall have any liability for the following:benefits or recoveries. (ii) For accounts receivable collectibilityThe indemnification provisions provided for in this Article 7 will be the exclusive remedy for any breach of any representation, inventory obsolescencewarranty, loss contracts covenant, or agreement contained in this Agreement; provided, however, that nothing in this Agreement shall limit the rights or remedies of any Indemnified Party in connection with (i) any fraud in connection with, or willful breach of, this Agreement or the Related Agreements, (ii) any Related Agreement or (iii) seeking any equitable remedies. (iii) Nothing in this Article 7 shall limit the liability of any Party hereto for which any breach of any representation, warranty, covenant or agreement contained in this Agreement or any Related Agreement if the transactions contemplated hereby do not close. (iv) Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto agree and acknowledge that any Indemnified Party may bring a reserve is reflected on Claim for indemnification for any Damages under this Article 7 notwithstanding the fact that such Indemnified Party had Knowledge of the breach, event or circumstance giving rise to such Damages prior to the Closing Balance Sheet or warranty claims following the final determination of waived any condition to the Closing Balance Sheet, related thereto. (other than v) Each Indemnified Party shall use commercially reasonable efforts to mitigate any Damages which are the subject of Claims hereunder. (vi) Except in the case of fraud fraud, until the Escrow Fund is exhausted or willful misconduct and other than released in full, any payment to a Purchaser Indemnified Party, in respect of claims under Section 7.1(a)(i) for any claims relating to a misrepresentation or breach by Seller of the representations and warranties set forth in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.15.1 of this Agreement, to shall be paid from the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyEscrow Fund.

Other Limitations. (i) No Indemnified Party shall be entitled to receive an indemnification payment in respect of any contingent liability unless and until such liability becomes due and payable. Notwithstanding anything herein in this Agreement to the contrary, Seller no Buyer Indemnified Parties (i) Party shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: indemnified or reimbursed for any (A) Losses involving Assumed Liabilities Damages arising or resulting from any change in Applicable Law or GAAP from and liabilities under Section 11.2(g) (Pension Liabilities); after the Closing Date; (B) Losses arising from Damages in respect of matters included in the fraud calculation of Company Cash, Company Debt, Seller Transaction Expenses or willful misconduct of the Purchasing Entities; Closing Net Working Capital, in each case as finally determined pursuant to Section 2.5; (C) Losses Damages arising from any breach or nonfulfillment by a Purchasing Entity out of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and or warranties contained in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, ARTICLE III to the extent a corresponding reserve for such liability would not have arisen but for a change in legislation Damages has been established on the Latest Balance Sheet or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (ivD) Any matter subject to indemnification pursuant to Section 11.1, Damages to the extent that such liability would not have arisen but for some Damages are attributable to: (1) any voluntary act, omission, transaction transaction, or arrangement carried out at the written request of, or with the written approval consent of, Buyer or one of its Affiliates (the “Buyer Group”) before, on or after the Closing Date or under the terms of this Agreement; and (2) any voluntary act, omission, transaction, or arrangement carried out by any member of the Buyer Group on or after the Closing Date which is outside the ordinary course of business of such member of the Buyer Group, and/or which such member of the Buyer Group knew, or ought reasonably to have known (after reasonable inquiry), would, or was reasonably likely to, result in a Purchasing Entity or its authorized representatives prior claim. If Seller is conducting any defense against a Third Party Claim for which a Buyer Indemnified Party has sought indemnification pursuant to Closing or which was expressly authorized Section 9.2(a), the fees and expenses incurred by Seller in connection therewith, including legal costs and expenses, shall be included in Damages for purposes of determining the amount subject to the cap pursuant to Section 9.4(a). (ii) In addition to the foregoing, notwithstanding anything in this Agreement other than to the contrary, no Buyer Indemnified Party shall be indemnified or reimbursed for any Damages claimed in respect of any claims for a breach of any representation or warranty in Section 3.16 for any environmental investigation, monitoring, clean-up, containment, restoration, removal or other corrective or response action (collectively, “Response Action”) unless such Response Action: (A) is affirmatively required under any Environmental Law to address an Environmental Condition existing as of the Closing Date which is discovered during the ordinary course of the operation of the Company’s and warrantyits Subsidiaries’ business (and not during or as a result of a voluntary investigation regardless of whether such investigation is undertaken in association with financing or a property transfer or sale); (B) is performed in a cost-effective manner; (C) is designed and scoped in such a manner as to attain compliance with the minimum remedial standards available under Environmental Law taking into account the use of the Real Property as it was used by the Company as of the Closing Date and employing, where applicable, risk-based remedial standards and institutional controls; and (D) does not arise from a voluntary notice not required by Environmental Laws about the Environmental Condition by the Company, Buyer or any agent or representative of Buyer to a Governmental Authority or other Person. Buyer and the Company shall provide reasonable notice of any planned Response Action to the Seller, and, subject to the limitations herein, the Seller shall either, at the Seller’s option, perform the Response Action or cause the Response Action to be performed by an environmental consultant acceptable to Buyer, approval of which shall not be withheld or delayed unreasonably, or shall authorize Buyer or the Company to perform such Response Action. Subject to the limitations herein, if the Seller refuses to perform, cause to be performed, or authorize the performance of any Response Action, or if an emergency exists that requires initiation of Response Action before a reasonable time for Seller’s response has elapsed, Buyer and the Company may, at their option, perform or cause to be performed such Response Action. Buyer and the Company shall provide the Seller with reasonable access to the relevant property or facility for purposes of completing such Response Action and shall reasonably cooperate with the Seller in connection therewith; provided, that Seller shall make reasonable efforts to minimize any adverse impacts on the Company’s business.

Other Limitations. (i) Notwithstanding anything herein to For the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, avoidance of doubt and (ii) shall not be subject to the Cap with respect tonotwithstanding any other provision of this Agreement: (A) Losses involving Assumed Liabilities and liabilities under Subject to Section 11.2(g8.2(c)(iii)(C), (1) the Parent Indemnified Parties shall have no recourse against any Company Indemnifying Parties pursuant to this Agreement or any exhibit, schedule, certificate (Pension Liabilities); (Bincluding the Company Disclosure Letter) Losses arising from or agreement delivered by the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from Company pursuant to this Agreement, for any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants representation, warranty or covenant set forth in this Agreement; Agreement or in any exhibit, schedule, certificate (Dincluding the Company Disclosure Letter) Claims under Sections 1.5(b); provided, however, that or agreement delivered by the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay Company pursuant to this Agreement, or for any other obligation to indemnify pursuant to Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing8.2(a), none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than the amounts in the case of fraud or willful misconduct and other than in Indemnnification Escrow Fund, except with respect of any claims relating to a breach of the representations and or warranties set forth in Section 3.12;3.4 or Section 3.5, (2) in no event shall any Company Indemnifying Party be liable to the Parent Indemnified Parties for an aggregate amount in excess of such Company Indemnifying Party's Pro Rata Portion of the Total Merger Consideration, and (3) in no event shall any Company Indemnifying Party be liable to the Parent Indemnified Parties with respect to any claim for Damages for an amount in excess of such Company Indemnifying Party's Pro Rata Portion of the amount that the Parent Indemnified Parties are entitled to receive with respect to such claim. (iiiB) Any matter subject to indemnification pursuant Subject to Section 11.18.2(c)(iii)(C), to this Section 8.2 shall be the extent such liability would not have arisen but for a change in legislation or accounting policies made sole remedy of the Parent Indemnified Parties and the Company Indemnified Parties after the Transfer Date or a change in the interpretation of a Law as determined by Effective Time for any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation representation, warranty or covenant set forth in this Agreement or in any exhibit, schedule, certificate (including the Company Disclosure Letter) or agreement delivered by the Company, Parent or Merger Sub, as applicable, pursuant to this Agreement. (C) Notwithstanding any provision in this Agreement to the contrary, no Person shall be deemed to have waived any rights, claims, causes of action or remedies arising from fraud, intentional misrepresentation, active concealment or willful breach hereof against a Person committing such fraud, intentional misrepresentation or active concealment or willfully taking actions to cause a breach hereof; provided that no Company Indemnifying Party shall have any liability in excess of its Pro Rata Portion of the Total Merger Consideration with respect to the fraud, intentional misrepresentation or active concealment or willful taking of actions to cause a breach hereof of any other Person; provided, further, that nothing in this Agreement shall limit the liability of a Company Indemnifying Party for such Company Indemnifying Party's fraud, intentional misrepresentation or active concealment or willful taking of actions to cause a breach hereof. (D) The amount of any Damages for which indemnification is provided under this Article 8 shall be calculated net of (A) any accrual, reserves or provisions reflected in the Interim Balance Sheet that related to the nature of the claim from which such Damages arose and warranty(B) insurance benefits.

Other Limitations. (a) The amount of any Losses for which indemnification is provided under this Article 11 shall be net of: (i) Notwithstanding anything herein to any accruals or reserves on the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and Adjusted Closing Net Working Capital; (ii) any foreign, federal, state and local income tax benefits inuring to the Indemnified Party as a result of the state of facts which entitled the Indemnified Party to recover from the Indemnifying Party; (iii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, less any costs incurred or payable by such Indemnified Party in recovering such amount; and (iv) any amounts recovered or recoverable by the Indemnified Party pursuant to any insurance policy. (b) Other than for fraud, in no event shall any party be liable for loss of profits or incidental, special, punitive or consequential damages for any reason whatsoever or for any multiple of damages based on the purchase price of the business or any multiple of earnings or EBITDA. (c) The Indemnifying Party shall not be subject to the Cap have any indemnification obligations with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from to any breach or nonfulfillment by a Purchasing Entity of any of its respective the representations, warranties, or covenants set forth of the Indemnifying Party contained in this Agreement;Agreement if at or before the Closing Date, the Indemnified Party had actual knowledge of such breach. (Dd) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay Indemnification pursuant to the provisions of this Section 11.6(c)(i)(D) Article 11 shall be the Purchase Price. Notwithstanding the foregoing, none sole and exclusive remedy of the Indemnifying Selling Entities shall have any liability for parties relating to the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on subject matters addressed in this Article 11. Without limiting the Closing Balance Sheet or warranty claims following the final determination generality of the Closing Balance Sheetpreceding sentence, (no legal action sounding in contribution, tort or strict liability may be maintained by any party against the other than in the case of fraud or willful misconduct and other than in party with respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation Agreement, except as expressly contemplated by, or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1otherwise consistent with, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyArticle 11.

Other Limitations. (i) Notwithstanding anything herein to the contrary, Seller In no event shall any Purchaser Indemnified Parties (i) shall Party be entitled to dollar-for-dollar indemnification from recover or make a claim against the first dollarIndemnity Escrow Amount or any Seller, and (ii) shall not regardless of the legal theory under which such liability or obligation may be subject sought to the Cap with be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, for any amounts in respect to: of punitive, consequential, special or exemplary damages, except (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); in each case to the extent such are actually paid to an unrelated third party as a result of a final non-appealable judgment against such Purchaser Indemnified Party or (B) Losses arising from in the fraud or willful misconduct case of consequential damages, to the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following:extent such damages are reasonably foreseeable. (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts Except for which Losses resulting from a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination breach of the representations or warranties contained in Sections 3.08(e), 3.08(i), 3.08(j), 3.08(k), 3.08(n), 3.08(q) and 3.08(r), the Purchaser Indemnified Parties shall have no rights to recover from the Indemnity Escrow Amount for Losses consisting of or relating to Taxes with respect to any Post-Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect Tax Period as a result of any claims relating to a breach of the representations and warranties set forth in Section 3.12;3.08. (iii) Any matter subject No Purchaser Indemnified Party shall have the right to indemnification pursuant recover under Section 8.01 with respect to Section 11.1, any Loss or alleged Loss to the extent the matter forming the basis for such liability would not Loss or alleged Loss shall have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change been taken into account in the interpretation determination of a Law as determined by any court of competent jurisdiction Net Working Capital, Indebtedness, Cash on Hand or Seller Transaction Expenses (it being understood, without limiting the foregoing, that the Sellers shall not be liable pursuant to this Article VIII to the extent an administrative rule-making decision item was substantially resolved by the Dispute Resolution Firm in connection with the determination of a governmental authority after the Transfer Date; orNet Working Capital, Indebtedness, Cash on Hand or Seller Transaction Expenses). (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a No breach of any representation and representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of the Purchaser or the Merger Sub 1, after the Closing, to rescind this Agreement or any of the transactions contemplated hereby.

Other Limitations. (ia) Notwithstanding anything herein to the contrarycontrary contained in this Agreement, Seller Indemnified the Parties (i) shall be entitled deemed not to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject have suffered or incurred any Losses pursuant to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud 9.2 or willful misconduct of the Purchasing Entities; (C) Losses Section 9.3 arising from any breach item or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth matter to the extent such item or matter was included in this Agreement; (Dor otherwise the calculation thereof was addressed by) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of Cash and Cash Equivalents, Company Indebtedness, Transaction Expenses, Net Working Capital or the Closing Balance SheetCash Payment in accordance with Section 2.6, as it is the intent of the Parties that the procedures set forth in Section 2.7 shall provide the sole and exclusive remedies for such claims. (other b) Any liability for indemnification hereunder shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than in one representation, warranty or covenant, as applicable. For the case avoidance of fraud doubt, any claim with respect to any set of facts, events or willful misconduct and other than circumstances made under any one or more provisions of Section 9.2 or Section 9.3 in respect of any claims relating to Loss shall not be double-counted and once indemnified, shall not be indemnifiable a breach second time under any other provision of the representations and warranties in Section 3.12;nor counted more than once toward any Deductible. (iiic) Any matter subject to indemnification pursuant to Section 11.1NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1NO PARTY SHALL BE ENTITLED TO RECOVER FROM ANY OTHER PARTY FOR ANY LOSSES THAT CONSTITUTE PUNITIVE, to the extent such liability would not have arisen but for some actEXEMPLARY, omissionSPECIAL, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyINDIRECT, INCIDENTAL, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES OR LOST PROFITS, EXCEPT, WITH RESPECT TO ANY OF THE FOREGOING CATEGORIES OF DAMAGES, IF SUCH DAMAGES ARE PAYABLE TO A THIRD PERSON WITH RESPECT TO A THIRD PARTY CLAIM AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, IN WHICH CASE ANY SUCH DAMAGES SHALL BE CONSIDERED PART OF LOSSES AND BE COVERED BY THE INDEMNIFICATION PROVISIONS SET FORTH IN THIS ARTICLE IX, AS MAY BE APPLICABLE.

Other Limitations. Notwithstanding anything to the contrary in this Agreement: (i) Notwithstanding anything herein to nothing in this Agreement shall limit the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct liability of the Purchasing Entities; (C) Losses arising from Company or Parent for any willful or intentional breach or nonfulfillment by a Purchasing Entity of any of its respective covenants representation, warranty or covenant set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall any Related Agreements or in any certificates or other instruments required to be obligated to pay delivered pursuant to this Section 11.6(c)(i)(D) shall be Agreement if the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following:First Step Merger is not consummated; (ii) For accounts receivable collectibility(A) any Indemnifying Party committing, inventory obsolescenceor having actual knowledge of, loss contracts for which any fraud or intentional misrepresentation with respect to this Agreement or the transactions contemplated hereby shall indemnify, and hold the Indemnified Parties harmless for, any Losses paid, suffered, incurred or sustained by the Indemnified Parties a reserve is reflected on the Closing Balance Sheet result of such fraud or warranty claims following the final determination intentional misrepresentation; and (B) none of the Closing Balance Sheet, (other than in the case Indemnified Party’s equitable or legal claims arising out of fraud or willful misconduct and intentional misrepresentation shall be limited or waived by this Article VIII or any other than provision in this Agreement with respect to any Person committing such fraud or intentional misrepresentation or any Person who has actual knowledge of any claims relating to a breach of the representations and warranties in Section 3.12such fraud or intentional misrepresentation; (iii) Any matter subject any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that such Indemnified Party had Knowledge of the breach, event or circumstance giving rise to indemnification pursuant to Section 11.1, such Loss prior to the extent such liability would not have arisen but for a change in legislation Closing or accounting policies made after waived any condition to the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; orClosing related thereto; (iv) Any matter subject if an Indemnified Party’s claim under this Article VIII may be brought under different sections of Section 8.2(a), then such Indemnified Party shall have the right to indemnification pursuant to Section 11.1, to the extent bring such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or claim under any applicable section it chooses in accordance with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Article VIII; (v) nothing in this Agreement other than in respect shall limit the rights of any claims party hereto to apply for a breach equitable remedies to enforce the other party or parties’ obligations hereunder; and (vi) nothing in this Agreement shall limit the right of any representation and warrantyIndemnified Party to pursue remedies under any Related Agreement against the parties thereto.

Other Limitations. (ia) Notwithstanding anything herein to the contrary, Payments by Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay Buyer pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing6.1, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibilitySection 7.1 or Section 7.2, inventory obsolescenceas applicable, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, Damage shall be limited to the extent such amount of any liability would not have arisen but for a change in legislation or accounting policies made damage that remains after the Transfer Date deducting therefrom any insurance proceeds and any indemnity, contribution or a change in the interpretation of a Law as determined other similar payment received or reasonably expected to be received by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than Indemnified Person in respect of any claims such claim, as well as any Tax benefit actually realized by an Indemnified Person as a result of incurring such Damage, in the year the applicable Damage is incurred or in the immediately following five (5) taxable years. Each Indemnified Person shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for a breach any Damages prior to seeking indemnification under this Agreement. (b) In no event (absent fraud) shall Seller or Buyer, as applicable, be liable to an Indemnified Person for any punitive, incidental, consequential, special or indirect Damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the Breach or alleged Breach of this Agreement, or diminution of value or any Damages based on any type of multiple. (c) Each Indemnified Person shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Damage upon becoming aware of any representation and warrantyevent or circumstance that would be reasonably expected to, or does, give rise thereto. (d) Buyer's right to indemnification, payment of Damages or other remedy based upon Breach of any of the representations, warranties, covenants or obligations of Seller contained in this Agreement will not be affected by any investigation conducted by Buyer (including diligence review of materials posted by Seller in the electronic data room prior to the date hereof), in each case except to the extent Buyer had Knowledge of such inaccuracy or Breach at or prior to the Closing.

Other Limitations. (a) A liability, which is contingent, shall not constitute a Loss recoverable under this Agreement, unless and until such contingent liability becomes an actual liability and is due and payable. However, this Section 10.6.4(a) shall not operate to exclude a Claim made in respect of a contingent liability within the time limits and setting out the particulars as specified in Section 10.6.2. (b) To the extent there are any corresponding savings by or net quantifiable financial benefits to Buyer or any Group Company arising from a Loss, Sellers shall not be liable for the portion of the Loss that is covered by such saving or benefit. For example, without limitation, if any Loss is a tax deductible item that results in current cash tax savings, any relevant Claim made by Buyer shall be reduced by an amount equivalent to the cash tax savings. (c) Buyer shall not be entitled to make any Claim to the extent that: (i) Notwithstanding anything herein in case of a breach of Warranties (other than Fundamental Warranties), the matter, event or circumstance giving rise to the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from Claim was Fairly Disclosed in the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension LiabilitiesDisclosure Material); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability Claim would not have arisen occurred but for a change in legislation any matter or accounting policies made after the Transfer Date thing done or a change in the interpretation of a Law as determined by any court of competent jurisdiction or omitted to be done pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction and in compliance with this Agreement or arrangement carried out otherwise at the written request or with the written approval of Buyer; (iii) the same is otherwise actually accounted for and reflected in the Accounts; (iv) the matter, event or circumstance giving rise to the Claim has actually been made good or has otherwise been actually compensated for without cost or expense to Buyer or any other member of Buyer’s Group; (v) the Claim relates to a Purchasing Entity Loss resulting from the passing or its authorized representatives amendment of or a change in the official interpretation or application of, any Law or treaty or any administrative practice of any governmental or other regulatory body not in force at the Closing Date, or which takes effect retrospectively; or (vi) the Claim would not have occurred but for an act, omission or transaction of Buyer or any Person affiliated with, or deriving title from, Buyer (including, without limitation, the Group Companies from Closing), except where the action, omission or transaction constitutes, in all material respects, a continuation of a practice adopted by the Group Companies or the Sellers prior to Closing or which was expressly authorized by this Agreement other than in respect the Closing. (d) If a Loss relates to a partly owned Group Company, a Seller shall only be liable for such portion of the Loss that corresponds to the ownership of the capital of such Group Company. (e) For the avoidance of doubt, any claims for Loss resulting from a breach of any representation and warrantythis Agreement shall be compensable only once.

Other Limitations. (a) Solely for purposes of calculating Damages under this Article 11 (but not for purposes of determining whether or not a Breach of a representation or warranty exists), any Breach of a representation or warranty or covenant shall be determined without regard to any material, Material Adverse Effect or similar qualifier. (b) Except with respect to any claim with respect to (i) Notwithstanding anything herein to the contrarya fraudulent, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollarwillful or intentional misrepresentation or omission, and (ii) Sections 11.2(d), (e) or (f), or (iii) Breach of a Fundamental Representation (as to which a claim shall not be subject to survive for a period of 30 days after the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilitiesapplicable statute of limitations); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity , Liability for Breach of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties made in Section 3.12;this Agreement will survive the Closing for a period of eighteen (18) months and thereafter neither party hereto may bring any claim, suit or cause of action against the other party for Breach of any of the representations and warranties under this Agreement. To the extent that any covenants or other agreements of Seller or Buyer are performable after the Closing, such covenants or other agreements will survive for the periods specified. (iiic) Any matter subject All indemnification payments under this Article 11 shall be paid by the Indemnifying Person net of any amounts recovered by the Indemnified Party (i) under applicable insurance policies after taking into account all deductibles paid in connection therewith or (ii) from any other Person alleged to indemnification pursuant be responsible therefor. (d) Notwithstanding any contrary provision in this Agreement, in no event shall any Indemnifying Party be liable to Section 11.1any Indemnified Party for any Damages other than those that directly and naturally arise from or relate to, and are the probable and reasonably foreseeable result of the Breach or alleged Breach of this Agreement (except, in each case, to the extent such liability would not have arisen but for actually payable by an Indemnified Party to a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1Third Person, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyexcluding speculative damages).

Other Limitations. (ia) For all purposes of this Article 7, Losses incurred or suffered by an Indemnified Person shall be net of any amounts of any insurance proceeds actually received by the Indemnified Person (other than with respect to any self-insurance program of the Indemnified Person) or any indemnification or contribution payments under any Contract that are actually received by the Indemnified Person in connection with such Losses, after taking into account any deductible, costs and expenses incurred in collecting such insurance proceeds or other payments or any increase in insurance premiums as a result of such claim. (b) If the amount to be netted hereunder from any indemnification payment required hereunder is determined after payment by an Indemnifying Person to an Indemnified Person of any amount otherwise required to be paid as indemnification pursuant hereto, the Indemnified Person shall repay, promptly after such determination, any amount that the Indemnifying Person would not have had to pay pursuant hereto had such determination been made at the time of such payment. (c) Notwithstanding anything herein the fact that any Indemnified Person may have the right to the contraryassert claims for indemnification under or in respect of more than one provision of this Agreement in respect of any fact, Seller event, condition or circumstance, no Indemnified Parties (i) Person shall be entitled to dollar-for-dollar recover the amount of any Loss suffered by such Indemnified Person more than once, regardless of whether such Loss may be as a result of a breach of more than one representation, warranty, obligation or covenant or otherwise. In addition, any Liability for indemnification from hereunder shall be determined without duplication of recovery by reason of the first dollarstate of facts giving rise to such Liability, and or a breach of more than one representation, warranty, covenant or agreement, as applicable. (iid) shall not be subject Notwithstanding anything to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth contrary in this Agreement; (D) Claims , for purposes of determining under Sections 1.5(b); provided, however, that this Article 7 the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of Losses resulting from the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyor warranty (but not as the existence of such breach), any materiality, Material Adverse Effect or other similar qualification with respect to materiality contained in or otherwise applicable to such representation or warranty shall be disregarded. (e) Each Person entitled to indemnification hereunder or otherwise to reimbursement for Losses in connection with the transactions contemplated under this Agreement shall use commercially reasonable efforts to mitigate all Losses upon becoming aware of any event or circumstance that could reasonably be expected to give rise to any Losses that are indemnifiable or recoverable hereunder or in connection herewith. (f) For the purpose of this Article 7, in each case where a decision or agreement to be made by the Indemnified Person or the Indemnifying Person is, collectively, to be made by Sellers, then in each such case all references to such Indemnified Person or Indemnifying Person, as the case may be, in this Article 7 (except for provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Sellers’ Representative acting on behalf of such Indemnified Person or Indemnifying Person, as applicable.

Other Limitations. (ia) Notwithstanding anything herein in this Agreement to the contrary, Seller the Company shall not be liable under this Agreement to any Indemnified Parties Party for any matter: (i) shall be entitled to dollar-for-dollar indemnification the extent such Indemnified Party actually recovers an amount in respect of such matter, or from the first dollarcircumstances out of which such matter arises, from any third party (including under any insurance policy) and (ii) shall not be subject only to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities)extent of such recovered amount; (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have has arisen but for as a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation result of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity such Indemnified Party or its authorized representatives prior to Closing or which was expressly authorized by this Agreement directors, officers, employees, agents and other than persons acting on its behalf (collectively, the “Representatives”); (iii) that is a contingent liability, unless and until such liability is actually due and payable, provided that in respect of such contingent liability, if such Indemnified Party has become aware of such claim and has duly provided a Claim Notice in accordance with Clause 8.5 (Procedure) prior to the expiration of any claims applicable Survival Periods, then such Indemnified Party shall be deemed to have preserved its right and entitlement to be indemnified for a such claim by the Company if and when the contingent liability becomes actually due and payable; (iv) the liabilities arising out of which have been specifically provided for or reserved against in the Financial Statements and only to the extent of the amount so provided for or reserved against; or (v) that arises out of an action required to be taken under this Agreement. (b) No Indemnified Party shall be entitled to recover for any Indemnifiable Loss based on substantially the same set of facts more than once. (c) To the extent required by the Laws of the State of New York and available to an Indemnified Party, such Indemnified Party shall procure that all reasonable steps are taken to avoid or mitigate any Indemnifiable Losses which it may suffer in consequence of any breach of or inaccuracy in, any representation or warranty given by the Company in this Agreement; provided that, such Indemnified Party shall not be required to mitigate any Indemnifiable Losses in connection with or attributable to any breach of, or inaccuracy in, any Tax Warranty. (d) Each of the Investors acknowledges and warrantyagrees that the only representations and warranties given by the Company under Clause 4.1 in relation to Tax or any related claims, liabilities or other matters (“Tax Matters”) are set out in Clause 4.13 (Tax Matters) and no other representations and warranties are given in relation to Tax Matters by the Company. (e) The Indemnified Party shall not be entitled to claim for, from the Company under this Clause 8 (Indemnification), any punitive, speculative or special loss or for any indirect or consequential loss. (f) For the avoidance of doubt, the limitations set forth in this Clause 8.7 shall only apply to claims made by any Indemnified Party against the Company in respect of the matters set forth in Clause 8.1 (Indemnification by the Company).

Other Limitations. Notwithstanding anything to the contrary in this Agreement: (i) Notwithstanding anything herein to nothing in this Agreement will limit the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct liability of the Purchasing Entities; (C) Losses arising from Company or Parent for any willful or intentional breach or nonfulfillment by a Purchasing Entity of any of its respective covenants representation, warranty or covenant set forth in this Agreement, any Related Agreements or in any certificates or other instruments executed and delivered pursuant to this Agreement if the Merger is not consummated; (ii) nothing herein shall prevent the Indemnified Parties from pursuing any remedies against any Indemnifying Party for committing any fraud with respect to this Agreement or any certificates or other instruments executed and delivered by such Indemnifying Party pursuant to this Agreement or against any Indemnifying Party with actual advance (on or before the Closing) knowledge of the commission of such fraud; (iii) any Indemnified Party may bring a claim for indemnification for any Loss under this Article VIII notwithstanding the fact that such Indemnified Party had knowledge of the breach, event or circumstance giving rise to such Loss prior to the Closing or waived any condition to the Closing related thereto; (iv) if an Indemnified Party’s claim under this Article VIII may be brought under different sections of Section 8.2(a), then such Indemnified Party will have the right to bring such claim under any applicable section it chooses in accordance with this Article VIII; (v) nothing in this Agreement will limit the rights of any party hereto to apply for equitable remedies to enforce the other party or parties’ obligations hereunder; and (vi) nothing in this Agreement will limit the right of any Indemnified Party to pursue remedies under: (A) the Confidentiality Agreement, (B) the 280G Waivers, (C) the Key Employee Offer Letters, or (D) Claims under Sections 1.5(b(1) the Joinder and Waiver Agreements, and (2) the Letters of Transmittal (the agreements covered in clauses “(A); ” through “(D)” are referred to herein as the “Excluded Agreements”) against the parties thereto, provided, however, that with respect to the maximum aggregate amount that Excluded Agreements covered by clauses (D) the Indemnifying Buying Entities shall be obligated to pay pursuant to this caps and limitations set forth in Section 11.6(c)(i)(D8.3(a) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyapply.

Other Limitations. Notwithstanding anything to the contrary in this Agreement, (i) no Parent Indemnified Party shall make an indemnification claim hereunder for Damages for which written notice of the underlying claim was not duly delivered to the Securityholder Representative within the applicable time limitation set forth in Section 6.4(a) provided, however, that the failure to deliver such written notice within the applicable time limitation shall not release the Company Indemnifying Parties from their indemnification obligations except to the extent, and only to the extent, the Company Indemnifying Parties are prejudiced by such failure, (ii) the Parent Indemnified Parties shall only be entitled to indemnification for Damages that are ultimately quantifiable, and (iii) in no event shall the Company Indemnifying Parties have any liability to a Parent Indemnified Party for any punitive or special Damages, or Damages measured based on diminution in value or reputation, of such Parent Indemnified Party (except, in the case of clause (iii), to the extent that any of the foregoing Damages are awarded to a third party against any Parent Indemnified Party in circumstances in which such Parent Indemnified Party is entitled to indemnification hereunder). After the Closing, the rights of the Parent Indemnified Parties under this Article VI shall be the sole and exclusive remedies of the Parent Indemnified Parties with respect to claims under this Agreement. Notwithstanding anything herein to the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a no breach of any representation and representation, warranty, covenant or agreement of the Company in this Agreement shall give rise to any right on the part of any Parent Indemnified Party, after the Closing, to rescind this Agreement or any of the Transactions.

Other Limitations. (ia) Notwithstanding anything herein to the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, Parent and (ii) shall not be subject to the Cap Merger Sub acknowledge and agree that except with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud to equitable remedies or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct intentional misrepresentation with intent to deceive, their sole and other than exclusive remedy for damages with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. (b) The amount of any Damages for which relief is provided under any of Sections 8.2(a) and 8.2(b) shall be net of (i) any specific reserves (to the extent taken into account as a liability in the calculation of Final Working Capital) established on the Closing Statement with respect to the matters to which such Damages relate and (ii) any amounts actually recovered by the Indemnified Person from any unrelated third parties or under insurance policies with respect to such Damages (less any out-of-pocket expenses or costs incurred to obtain such recoveries and less any increase in premiums attributable to the incurrence of such Damages). If requested in writing by an Indemnifying Person, an Indemnified Person shall use its commercially reasonable efforts to seek recovery under insurance policies for any claim for which the Indemnifying Person has made payment in full within a reasonable amount of time after such payment by an Indemnifying Person or alternatively, may, assuming such payment in full by an Indemnifying Person and to the extent permitted under applicable law and the relevant insurance policy, grant an assignment of the right of such Indemnified Person to assert a claim under such insurance policies. In the event of such assignment, the Indemnifying Person will pursue the claim at its own expense. For the avoidance of doubt, the parties agree that the rights of an Indemnified Person to seek and collect indemnification in full from any Indemnifying Person shall not be qualified, tolled, delayed or impaired in any manner by reason of any claims that may exist in favor of the Indemnified Person against third parties or under insurance coverage. An Indemnified Person shall be under no obligation to (x) pursue any claims which it may have against third parties or (y) grant or assign any right or claim which it may have against any third party to any Indemnifying Person except as provided in Section 8.5(d). To the extent an Indemnified Person receives payments that constitute final and unconditional double recovery in respect of any the same claim or series of claims relating to from an Indemnifying Person and from a breach of third party after first receiving payment in full by an Indemnifying Person, the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, Indemnified Person shall refund to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to Indemnifying Person an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, amount up to the extent amount constituting the double recovery, net of all out-of-pocket costs and expenses incurred by the Indemnified Person in connection with or arising out such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyclaim.

Other Limitations. (ia) Notwithstanding anything herein to the contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject to the Cap with respect to: (A) Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement; (D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other Other than in the case of fraud Fraud, the remedies provided in this Article VII, subject to the limitations set forth herein, will be the sole and exclusive remedies of the Buyer Indemnified Persons and the Seller Indemnified Persons with respect to any and all claims resulting from, relating to or willful misconduct arising out of this Agreement, the other Transaction Documents, or the Transactions (except for any other remedies expressly set forth in Section 1.3, Section 4.17, and Section 8.9 and subject to any additional limitations or remedies as may otherwise be set forth in the Services Agreement, in each case, with respect to matters resulting from or arising out of the Services Agreement, as applicable). Subject to the foregoing, no Party will have any other rights or remedies in connection with any breach of this Agreement or any other claim arising out of the negotiation, entry into, or consummation of the Transactions for the recovery of Losses resulting from, relating to, or arising out of this Agreement. (b) For the purpose of (i) determining whether an inaccuracy exists or a breach has occurred with respect to a representation or warranty contained in Article II or Article III (other than with respect to Section 2.7(a)) and (ii) calculating the amount of Losses with respect to any inaccuracy in respect or breach of any claims relating to a breach of the representation or warranty contained in this Agreement, any materiality, Material Adverse Effect, or similar qualification in such representations and warranties in Section 3.12;will be disregarded. (iiic) Any matter subject Each Indemnified Party shall use, and to cause their respective Affiliates to use, Commercially Reasonable Efforts to mitigate any Losses that form the basis of any claim for indemnification pursuant to Section 11.1by such Indemnified Party under this Article VII. (d) In no event will any Indemnifying Party be responsible or liable for any Loss or other amounts under this Article VII representing exemplary damages or punitive damages, except to the extent such liability would not have arisen but for Losses are paid or payable with respect to a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative ruleThird-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warrantyParty Claim.

Other Limitations. (i) Neither Seller nor the Purchaser Parties and Investor B shall have any obligation or liability under Section 10.2 or Section 10.3, as applicable, with respect to any Losses that are (x) caused by the actions of any Indemnitee (except that this clause (x) shall not affect the liability of Purchaser A and Investor A under Section 10.3(a)(iv), (y) exacerbated by any Indemnitee to the extent of the exacerbation or (z) recovered by any Indemnitee from any third party (including insurers). If the amount of any Losses suffered by any Indemnitee is reduced, at any time subsequent to any payment in respect thereof by an Indemnifying Party pursuant to Section 10.2 or Section 10.3, as applicable, by recovery from any other third party (including any insurer), an amount equal to the amount of such reduction (not to exceed, in any event, the amount so previously paid in respect thereof by the Indemnifying Party) shall promptly be repaid by the Indemnitee to the Indemnifying Party. (ii) No amount of indemnity claim shall be payable under this Article X with respect to any Loss that was previously taken into account in calculating the amount of Closing Net Assets or any Price Adjustment made pursuant hereto. (iii) If any fact, circumstance or condition forming a basis for any Claim for indemnification under Section 10.2 or Section 10.3 shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under Section 10.2 or Section 10.3, there shall be no duplication in the calculation of the amount of the Losses. (iv) If any fact, circumstance or condition forming a basis for any Claim for indemnification under Section 10.2 or Section 10.3 shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for indemnification under Section 10.2 or Section 10.3, respectively, arising from the breach of a covenant occurring prior to the Closing, such claim for indemnification shall be treated as a claim arising under Section 10.2 or Section 10.3, as applicable, and be subject to the limitations applicable to such claims. (v) If any fact, circumstance or condition forming a basis for any Claim for indemnification for a breach any of the Seller Entity Representations set forth in Section 3.6 (Financial Statements), Section 3.7 (Absence of Undisclosed Liabilities and Material Adverse Change) and Section 3.22 (Affiliate Transactions) also forms a basis for any Claim for indemnification for a breach of a Seller Property Representation, then such fact, circumstance or condition shall be treated as forming a basis for a Claim for breach of Seller Property Representation to the extent of such fact, circumstance or condition. (vi) Notwithstanding anything herein in this Article X to the contrary, Seller Indemnified Parties (ithe indemnification provided in Section 10.2(l) shall be entitled to dollar-for-dollar indemnification from the first dollar, and (ii) shall not be subject only to the Cap with respect to: (A) Losses involving Assumed Liabilities limitations and liabilities under Section 11.2(g) (Pension Liabilities); (B) Losses arising from the fraud or willful misconduct of the Purchasing Entities; (C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants procedures set forth in this Agreement; (D) Claims under Sections 1.5(bSection 5.10(c); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following: (ii) For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Closing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12; (iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any court of competent jurisdiction or pursuant to an administrative rule-making decision of a governmental authority after the Transfer Date; or (iv) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in respect of any claims for a breach of any representation and warranty.