Common use of Certain Limitations Clause in Contracts

Certain Limitations. Notwithstanding any provisions of this Article IX to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. Notwithstanding (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 7.2(a)(i) (in the case of Cedent) or Section 7.2(b)(i) (in the case of Reinsurer), other than in respect of any provisions breach of this Article IX to the contrary, after the Closing, any Cedent Fundamental Representations or Reinsurer Fundamental Representations (as applicable) (i) with respect to any claim or claims based on substantially similar facts, events or circumstances, unless such claim or claims involve Indemnifiable Losses in excess of $50,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IXclause (ii) below), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such Sections 7.2(a)(i) (except in respect of Cedent Fundamental Representations) or such Section 7.2(b)(i) (except in respect of Reinsurer Fundamental Representations), as the case may be, exceeds $1,050,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only the value of such aggregated indemnified Losses claims under Sections 7.2(a)(i) or such Section 7.2(b)(i), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)Article VII. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the The maximum aggregate liability of Seller Cedent, on the one hand, and Reinsurer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under this Agreement exceed Section 7.2(a)(i) (except in respect of a breach of the Purchase Price. For purposes Cedent Fundamental Representations), in the case of this Article IXCedent, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and 7.2(b)(i) (except in respect of a breach of the words “Material Contract”Reinsurer Fundamental Representations), in the case of Reinsurer, shall be an amount equal to $14,000,000.

Certain Limitations. Notwithstanding (a) Except with respect to Indemnifiable Losses resulting from Excluded Taxes or from any provisions inaccuracy in or breach of this Article IX a representation or warranty set forth in Section 3.17, no party shall be obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 10.02(a)(i) (in the contrarycase of Seller, after and other than with respect to an inaccuracy in or breach of any Seller Specified Representation) or ‎Section 10.02(b)(i) (in the Closingcase of Purchaser, and other than with respect to an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $100,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under ‎Section 10.02(a)(i) or such ‎Section 10.02(b)(i), as the case may be, exceeds $14,500,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under ‎Section 10.02(a)(i) (other than with respect to a breach of any Seller Specified Representation) or Section 10.02(b)(i) (other than with respect to a breach of any Purchaser Specified Representation), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article X; provided, however, that any Indemnifiable Losses of the Purchaser Indemnified Persons resulting from or arising out of any inaccuracy in or breach of any representation or warranty set forth in Section 9.2(c3.03 shall not be subject to the Deductible, and the Threshold Amount for such Indemnifiable Losses shall be $50,000; provided further that, for the avoidance of doubt, any such Indemnifiable Losses shall be subject to the Threshold Amount and the maximum aggregate liability set forth in the following sentence prior to the proviso set forth therein. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Section 10.02(a)(i), in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or ‎Sections 10.02(b)(i), in the case of Purchaser (other than with respect to a breach of any Purchaser Specified Representation), shall be $174,000,000; provided, that the maximum aggregate liability of Seller to all Purchaser Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted claims made under Section 9.2(a)(ii10.02(a)(iii), Section 10.02(b)(iii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”10.02(b)(iv).

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 7.2(a)(i) (in the case of this Article IX to Seller) or ‎Section 7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such ‎Section 7.2(a)(i) or such ‎Section 7.2(b)(i), as the case may be, exceeds $1,562,500 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under ‎Section 7.2(a)(i) or ‎Section 7.2(b)(i), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)Article VII. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the The maximum aggregate liability of Seller and WIMC, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Sections 7.2(a)(i) in the case of Seller, or ‎Section 7.2(b)(i), in the case of Buyer, shall be $15.625 million (the “Cap”). Notwithstanding anything to the contrary contained herein, none of the Threshold Amount, the Deductible or the Cap shall apply with respect to Indemnifiable Losses (A) under Section 7.2(a)(i) or Section 7.2(b)(i) to the extent relating to, resulting from or arising out of common law fraud, (B) under ‎Section 7.2(a)(i) to the extent relating to, resulting from or arising out of any breach of a Seller Fundamental Representation or a representation in Section 3.1(i) or (j), or (C) under ‎Section 7.2(b)(i) to the extent relating to, resulting from or arising out of any breach of a Buyer Fundamental Representation; provided, however, that, except to the extent relating to, resulting from or arising out of intentional fraud or Section 7.2(a)(iv), 7.2(a)(v), 7.2(a)(vi), 7.2(a)(vii) or 7.2(d), the maximum aggregate liability of Seller and WIMC to all Buyer Indemnified Persons and Buyer to all Seller Indemnified Persons, for any or all Indemnifiable Losses and Specific Indemnifiable Losses under this Agreement Agreement, shall not exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)$125,000,000.

Certain Limitations. Notwithstanding any provisions (a) The following limitations shall apply to the rights of indemnification set forth in this Article IX to the contrary7, after the Closing, as applicable: (i) the Purchaser Indemnified Buyer Parties shall not be entitled to assert a claim for indemnification recover under this Article IX7, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until including Section 7.2 from any Interestholder more than the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or Value (as defined below) of the representations aggregate Stock Consideration; and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under any cash payments received (or deemed received hereunder) by such Interestholder pursuant to Section 9.2(a)(ii1.4.1, including any Additional Payments received (or deemed received hereunder) or Section 9.2(a)(iiithrough the date of recovery (the "Total Cash Payments") (zwith the amount of the Total Cash Payments received or deemed received by each Interestholder to be deemed for purposes of this Section 7.6 to be the amount determined by multiplying the percentage next to such Interestholder's name in Schedule 1.4.1(b) Third by the Total Cash Payments); (ii) the liability of the Indemnifying Party Claims shall be net of any insurance benefits received by the Indemnified Party and any tax benefits received by the Indemnified Party in respect of the loss giving rise to the claim for which indemnity is asserted under Section 9.2(a)(ivindemnification; (iii) the amount of Damages claimed as a subject of indemnification shall be limited to the actual dollar amount of such Damages and shall not include any multiple of earnings or consequential Damages suffered by the Indemnified Party (except for attorneys fees and costs). Notwithstanding ; (iv) if the foregoing same set of facts or anything in circumstances give rise to more than one breach, the Damages shall be limited as if there were only one breach (e.g. there will not be multiple recoveries for Damages based on one set of facts); and (v) the liability of each Transferor for any Damages shall be limited to (x) the percentage set forth by such Transferor's name on Schedule 2.2 multiplied by (y) the amount of such Damages, except no such limitation shall apply with respect to Damages that arise out of or are based upon: (a) a material breach by such Transferor or any representation or warranty made by it or him pursuant to this Agreement; (b) the material non-performance, partial or total, or any covenant made by such Transferor pursuant to this Agreement to or any other agreement or instrument delivered in connection with the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Pricetransactions contemplated hereby. For purposes of this Article IXSection 7.6, no effect the Value will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)$0.50 per share of Common Stock.

Certain Limitations. Notwithstanding any provisions For purposes of this Article IX 9, the representations and warranties of Seller and Buyer, as the case may be, shall be read without giving effect to the contrary, after the Closing, any "materiality" or "Material Adverse Effect" qualification. Seller's obligation to indemnify for Buyer Losses under Section 9.1 (other than any Buyer Losses with respect to breaches of (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or 3.1 (Organization), Section 4.4 or 3.2 (yCorporate Authority), Section 3.3 (No Violation) Losses for which indemnity is asserted and Section 3.15 (Brokers and Finders), (ii) the covenants and agreements under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contraryextent they survive the Closing and (iii) Section 9.1(g)) shall accrue only if the aggregate of all such Buyer Losses exceeds $1,000,000 (the "Minimum"). Seller's liability for all Buyer Losses shall be limited to (x) $35,000,000 for any Buyer Losses with respect to (a) breaches of the representations and warranties contained in Section 3.16 (Assets Used in Performing the Business), (b) any and all existing claims in connection with breach of contract, death, personal injury, other injury to Persons, property damage, losses or depreciation of rights (whether based on statute, negligence, breach of warranty, strict liability or any other theory) caused by or resulting from, directly or indirectly, acts or omissions by Seller on or before the Closing Date, (c) breaches of the representations and warranties contained in Section 3.13 (Compliance with Law; Environmental Matters) and (d) Section 9.1(c) and (y) five percent (5%) of the Purchase Price for all other Buyer Losses; provided, however, that in no event shall the aggregate Seller's liability of Seller under this Agreement with respect to clauses (x) and (y) exceed the Purchase Price$35,000,000. For purposes of computing the Minimum, there shall be a materiality limit of $50,000 for each separate claim (or series of related claims) for indemnification or, in respect of claims for indemnification under Section 9.1(b)(v) which have a similar cause, for each separate site (the "Materiality Limit"); provided, however, that if any claim (or series of related claims) for indemnification, including claims for indemnification under Section 9.1(b)(v) which have a similar cause, exceeds the Materiality Limit, such claim(s) shall be includable in computing the Minimum. If the Closing shall not occur for failure of Seller or Buyer, as the case may be, to consummate the transactions contemplated by this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” Agreement when its conditions precedent contained in Article 7 or otherwise applicable Article 8, as the case may be, have been fulfilled, then Seller or Buyer, as the case may be, shall pay to such representation the other Party as the exclusive remedy for its failure to consummate the transactions contemplated by this Agreement a termination fee (as liquidated damages) of $5,000,000 by wire transfer of same day funds to an account previously designated in writing by Seller or warranty (other than Section 4.7Buyer, Section 4.8, Section 4.9 or Section 4.11 as the case may be. The calculation of the Minimum and the words “Material Contract”Materiality Limits for purposes of this Section 9.4 shall include Buyer Losses pursuant to Section 2.3(b).

Certain Limitations. Notwithstanding any provisions The issuance and sale of this Article IX the Shares issuable pursuant to the contrary, after applicable Purchase Notice (a) shall not exceed the Closingapplicable Purchase Maximum Amount, (ib) the Purchaser Indemnified Parties shall not cause the Aggregate Limit or the Beneficial Ownership Limitation to be entitled exceeded, and (c) when such Shares are aggregated with (1) all Initial Commitment Shares, (2) all Additional Commitment Shares issued or issuable by the Company to assert a claim for indemnification the Investor under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder Agreement (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (iic) of this Section 7.3(viii); , if the applicable Purchase Condition Satisfaction Time for the applicable Purchase occurs prior to the Additional Commitment Share Trigger Date, the Company shall assume the maximum of 5,244,994 Additional Commitment Shares are then issuable to the Investor under this Agreement and shall aggregate all such 5,244,994 Additional Commitment Shares with all other Securities that have been issued by the Company’s pursuant to this Agreement prior to such Purchase Condition Satisfaction Time for such applicable Purchase) and (iii3) in no event shall all Shares that have been issued or are issuable by the Purchaser Indemnified Parties be entitled to recover Company pursuant to all Purchase Notices delivered prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase, shall not cause the Exchange Cap (to the extent applicable under Section 9.2(a)(i3.3) any amounts to be exceeded, unless in the case of this clause (c) of this Section 7.3(viii), the Company’s stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of three percent (6.0%) the Exchange Cap in accordance with the applicable rules of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Trading Market.

Certain Limitations. Notwithstanding any provisions provision of this Article IX to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, the maximum aggregate liability of MVI and CPAN pursuant to their indemnification obligations under Section 10.2 shall be $198,919,156; provided, however, that this amount shall be reduced by the amount of the Subsequent Purchase Price if this Agreement is terminated prior to the Subsequent Closing for any reason other than a termination by Buyer pursuant to Section 11.1(b). Notwithstanding any provision of this Agreement to the contrary, the maximum liability of RSA pursuant to its indemnification obligations under Section 10.3 shall be $6,248,072. Notwithstanding any provision of this Agreement to the contrary, the maximum liability of Shareholder pursuant to its indemnification obligations under Section 10.2 and 10.3 shall be $205,167,228; provided that in no event shall the maximum aggregate liability of Seller under MVI, CPAN, RSA and Shareholder exceed $205,167,228; and provided further, that these amounts shall be reduced by the amount of the Subsequent Purchase Price if this Agreement exceed is terminated prior to the Purchase PriceSubsequent Closing for any reason other than a termination by Buyer pursuant to Section 11.1(b). For purposes Notwithstanding any provision of this Article IXAgreement to the contrary, no effect will the maximum aggregate liability of Buyer pursuant to its indemnification obligations under Section 10.4 shall be given $205,167,228; provided, however, that this amount shall be reduced by the amount of the Subsequent Purchase Price if this Agreement is terminated prior to the Subsequent Closing for any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (reason other than a termination by Sellers or Shareholder pursuant to Section 4.711.1(b). In no event shall any Indemnified Party (as defined below) be entitled to receiver any special, Section 4.8punitive, Section 4.9 incidental or Section 4.11 and the words “Material Contract”)consequential damages.

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 7.2(a)(i) (in the case of this Article IX to Seller) or Section 7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim or claims based on a series of substantially similar facts, events or circumstances, unless such claim or claims involved Indemnifiable Losses in excess of $75,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder of the Indemnitees under such Section 7.2(a)(i) or such Section 7.2(b)(i), as the case may be, exceeds 1.5% of the Purchase Price for all such Indemnifiable Losses (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under Section 7.2(a)(i) or Section 7.2(b)(i), as the case may be, that is in excess of the Deductible, subject to clause (ii) below) exceedthe limitations set forth in this Article VII. Subject to Section 7.3(c), the maximum aggregate Liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 7.2(a)(i), in the aggregatecase of Seller, one percent (1.0%) or Section 7.2(b)(i), in the case of Buyer, shall be 20% of the Purchase Price (the “DeductibleCap”); provided, and then that the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the maximum aggregate liability Liability of Seller to all Buyer Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. For purposes The limitations in this Section 7.3 shall not apply to claims made in respect of this the Excluded Liabilities or under Article IXVIII or to Indemnifiable Losses arising from breaches of Section 3.10, no effect will be given and the Deductible shall not apply with respect to any qualification as to “materiality” Indemnifiable Losses resulting from or “Material Adverse Effect” contained in or otherwise applicable to such arising out of any breach of any representation or warranty (other than set forth in Section 4.73.15, which shall instead be subject to the terms of Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”7.9(e).

Certain Limitations. Notwithstanding any the provisions of this Article IX to the contraryIX, after the ClosingClosing with the exception of indemnification for breaches of Fundamental Representations, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IXrecover pursuant to Section 9.2(a)(i) (except in respect of breaches of any representation or warranty in Section 3.17(d)) until the Losses incurred with respect to the matter (or series of related matters) giving rise to such breach exceed in the aggregate Twenty Thousand Dollars ($20,000) (the “Mini-Basket”), and no then, in such case, the entire amount of such Losses (including the portion thereof comprising of the Mini-Basket) shall count towards the Basket and shall, subject to clauses (ii) and (iii) below, be recoverable by the Purchaser Indemnified Party Parties, (ii) the Purchaser Indemnified Parties shall not be entitled to indemnification under this Article IXrecover pursuant to Section 9.2(a)(i) (except in respect of breaches of any representation or warranty in Section 3.17(d)) until, unless and until excluding claims that are less than the aggregate amount of all Mini-Basket, the Losses indemnifiable hereunder (subject to clause (ii) below) incurred relating thereto exceed, in the aggregate, one percent Six Hundred, Fifteen Thousand Dollars (1.0%$615,000) of the Purchase Price (the “DeductibleBasket”), and then the Purchaser Indemnified Parties Seller Guarantor shall be entitled liable only to recover for only such aggregated the extent that aggregate indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductibleexceed such amount, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the aggregate liability of the Seller Guarantor to Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) exceed Eight Million, Two Hundred Thousand Dollars ($8,200,000) (the “Cap”); provided, that the Cap shall be increased (A) to Sixteen Million, Four Hundred Thousand Dollars ($16,400,000) (less any amounts in excess recovered to which the Cap applies) with respect to indemnification for breaches of three percent Specified Representations and (6.0%B) to Forty-One Million Dollars ($41,000,000) (less any amounts recovered to which the Cap applies) with respect to indemnification for breaches of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii3.18(c) or Section 9.2(a)(iii3.18(d) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding that the foregoing or anything in this Agreement to Company had Knowledge of as of the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes date of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Agreement.

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the contrary, after following limitations: (a) Seller and the Closing, (i) the Purchaser Indemnified Parties Seller Indemnitors shall not be entitled liable to assert a claim the Buyer Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 7.02(a) until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification under Section 7.02(a) exceeds $220,000 (subject to clause (ii) below) exceedthe "Basket"), in which event Seller and the aggregateSeller Indemnitors shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller and the Seller Indemnitors shall be liable pursuant to Section 7.02(a), one percent (1.0%) of the Purchase Price (the “Deductible”Section 7.02(d), and then Section 7.02(e) shall not exceed the Purchaser Indemnified Parties Indemnity Escrow Amount (the "Cap"). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 7.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 7.03(a) exceeds the Basket, in which event Buyer shall be entitled required to recover pay or be liable for only all such aggregated indemnified Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 7.03(a) shall not exceed the Cap. (c) Notwithstanding the foregoing, with respect to any claim for indemnification: (i) The Basket and the Cap shall not apply with respect to any Losses based upon, arising out of, with respect to or by reason of any inaccuracy in excess or breach of any representation or warranty in Sections 3.01(a)-(d) (Seller and Seller Indemnitor), Sections 3.02(a)-(c) (Organization, Authority and Qualification of the DeductibleCompany; No Conflicts), Section 3.03 (Capitalization), Section 3.04(a) (Subsidiaries), Section 3.26 (Brokers), Section 4.01 (Organization and Authority of Buyer) and Section 4.04 (Brokers); (ii) The aggregate amount of all Losses of less than $50,000 shall not be counted toward satisfaction of for which Seller and the Deductible, and no claims Seller Indemnitors shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i7.02(a) based upon, arising out of, with respect to or by reason of any amounts inaccuracy in excess or breach of three percent any representation or warranty in Section 3.22 (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(cTaxes) shall not exceed $3,000,000; but the Basket and the Cap shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given with respect to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Losses.

Certain Limitations. (i) Notwithstanding any provisions of this Article IX anything contained herein to the contrary, after (x) Seller shall have no liability to the Closing, (i) the Purchaser Buyer Indemnified Parties shall not be entitled pursuant to assert Section 9.2(a)(i) 9.2(a)(ii)(x), or 9.2(a)(ii)(y) with respect to any claim or series of related claims thereunder unless and until all Losses with respect to such claim or series of related claims exceed on a claim for indemnification under this Article IXcumulative basis an amount equal to Twenty Five Thousand Dollars ($25,000) (such amount, and no Purchaser the “Claims-Specific Threshold”), in which case the Buyer Indemnified Party Parties shall be entitled to indemnification under pursuant to such provision, subject to the further limitations set forth in this Article IX, with respect to such claim or series of related claims, (y) Seller shall have no liability to the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) or Section 9.2(a)(ii)(y) with respect to any claims thereunder unless and until the aggregate total amount of all Losses indemnifiable hereunder of the Buyer Indemnified Parties with respect to such claims under such provisions (subject to excluding claims that, in accordance with clause (iix) belowabove, do not satisfy the Claims-Specific Threshold (to the extent applicable to such claims)) exceed, in the aggregate, one percent exceed on a cumulative basis Four-Hundred Thousand Dollars (1.0%$400,000) of the Purchase Price (the “Deductible”), and then in which case the Purchaser Buyer Indemnified Parties shall be entitled to recover indemnification pursuant to such provisions, subject to the further limitations set forth in this Article IX, with respect to such claims only for only such aggregated indemnified those Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller with respect to claims by the Buyer Indemnified Parties under this Agreement Sections 9.2(a)(i), 9.2(a)(ii)(x) and 9.2(a)(ii)(y) shall not exceed Four Million Dollars ($4,000,000) (the Purchase Price“Cap”). For purposes Notwithstanding anything to the contrary herein, the limitations contained in the first sentence of this Article IX, no effect will be given Section 9.2(c)(i) shall not apply with respect to claims relating to or arising from (I) fraud or (II) any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)breach by Seller of any Fundamental Seller Representation.

Certain Limitations. Notwithstanding any the provisions of this Article IX to the contraryVIII, after the Closing, (ia) the Purchaser Buyer Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled recover pursuant to indemnification under this Article IX, unless and Section 8.2(a)(i) (other than with respect to breaches of Fundamental Representations) until the aggregate amount of Losses (excluding all Losses indemnifiable hereunder (subject with respect to clause (iiDe Minimis Claims) below) relating thereto exceed, in the aggregate, one percent Three Million Five Hundred Thousand Dollars (1.0%$3,500,000) of the Purchase Price (the “DeductibleThreshold”), and then provided, that, the Purchaser Buyer Indemnified Parties shall only be entitled to recover indemnification for only the amount of such aggregated indemnified Losses in excess of the Deductible; Threshold, (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iiib) in no event shall the Purchaser Buyer Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i8.2(a)(i) (other than with respect to breaches of Fundamental Representations) any amounts in excess of three percent Thirty Five Million Dollars (6.0%$35,000,000) (the “Cap”); provided, that, the Cap shall be increased to Seventy Million Dollars ($70,000,000) (less any amounts recovered to which the Cap applies) with respect to indemnification for breaches of the Purchase Pricerepresentations and warranties set forth in Section 4.10(b) (Title to Properties), and (c) in no event shall the Buyer Indemnified Parties be entitled to recover pursuant to Section 8.2(a)(i) (other than with respect to breaches of Fundamental Representations) for any single claim or aggregated claims arising out of substantially the same events or circumstances unless the amount of Losses attributable to such claim or aggregated claims arising out of substantially the same events or circumstances exceed $100,000 (“De Minimis Claims”). Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to maximum aggregate amount recoverable by the Buyer Indemnified Parties for Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement shall be limited to and shall not exceed the Purchase Price. For purposes of this Article IX, no effect will be given Price actually paid to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)received by Seller.

Certain Limitations. Notwithstanding any provisions The indemnification provided for in Sections 5.2 and 5.3 shall be subject to the following limitations: subject to the remainder of this Article IX Section 5.4, the aggregate amount of all Losses for which Seller shall be liable pursuant to the contrary, after the Closing, Section 5.2 or Buyer shall be liable pursuant to Section 5.3 (i) in the Purchaser Indemnified Parties case of all Losses other than those described in clause (ii) of this Section 5.4, shall not exceed the Purchase Price paid by Buyer to Seller on the Closing Date and (ii) in the case of the Losses arising out of or relating to any representation and warranty that is not a Fundamental Representation, shall not exceed $600,000; provided, that the Buyer shall not be entitled obligated to assert a claim for indemnification under this Article IX, indemnify any Seller Indemnitee and no Purchaser Indemnified Party Seller shall not be entitled obligated to indemnification under this Article IX, unless and indemnify any Buyer Indemnitee until the aggregate amount of all such Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price exceeds $45,000 (the “DeductibleThreshold”), and then in which case the Purchaser Indemnified Parties Buyer Indemnitee or Seller Indemnitee, as applicable, shall be entitled to recover indemnification for only the entire amount of all such aggregated indemnified Losses in excess of Losses; provided, further, that the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) Threshold shall not apply to Losses directly resulting from the failure to be true and correct any indemnification obligations of Seller or Buyer, as applicable for any inaccuracy or breach of any of (x) the Fundamental Representations or Representations. The foregoing limitations shall not apply in the representations case of Fraud by the non-claiming party. As used herein “Fraud” means actual and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted intentional fraud under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement Delaware common law with a specific intent to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such deceive brought against a party hereto based on a representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)of such party contained in this Agreement.

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 7.2(a)(i) (in the case of this Article IX to Sellers) or Section 7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim or series of related claims, unless such claim or series of related claims involves Indemnifiable Losses in excess of $75,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such Section 7.2(a)(i) or such Section 7.2(b)(i), as the case may be, exceeds $42,000,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only the value of the Indemnitee’s claims under Section 7.2(a)(i) or such aggregated indemnified Losses Section 7.2(b)(i), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article VII. The maximum aggregate Liability of Sellers, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(c) 7.2(a)(i), in the case of Sellers, or Section 7.2(b)(i), in the case of Buyer, shall not apply be $350,000,000; provided, that the maximum aggregate Liability of Sellers to all Buyer Indemnified Persons for any or all Indemnifiable Losses directly resulting from under this Agreement (except to the failure extent that such Indemnifiable Losses are pursuant to be true and correct of any of Section 8.1 to the extent arising (x) the Fundamental Representations or the representations and warranties contained in under Treasury Regulations Section 4.25 or Section 4.4 1.1502-6 or (y) Losses for which indemnity is asserted under Section 9.2(a)(iiin connection with the Pre-Sale Transactions and the ALNY Sale or ALNY Transfer, as applicable) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement not exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrarycontrary in ------------------- this Agreement, after the Closingexcept as provided below in this Section 10.6, (i) OpCo shall be entitled to indemnification hereunder with respect to the Purchaser breach of a representation, warranty, covenant or agreement by BAM only when the aggregate of all Losses to such Indemnified OpCo Parties from all such breaches exceeds on a cumulative basis $7,500,000 (the "Deductible Amount"), and then only to the ----------------- extent of such excess amount, and (ii) BAM shall not be entitled to assert a claim for indemnification liable under this Article IXAgreement for an aggregate amount in excess of $195,000,000 (the "Maximum ------- Indemnification"). The foregoing limitations with respect to the Maximum --------------- Indemnification shall not apply, and however, to any willful misrepresentation or willful breach of warranty by BAM. Notwithstanding the other provisions of this Section 10, no Purchaser Indemnified OpCo Party shall be entitled to seek indemnification under this Article IXSection 10 for any individual fact, unless and until the aggregate amount circumstance, condition or occurrence that results in a breach of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) a representation or warranty that involves Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)25,000. Notwithstanding the foregoing or anything in provisions of this Agreement Section 10.6, the indemnification of OpCo by BAM for BAM Retained Liabilities pursuant to Section 10.1(a)(ii) shall not be subject to the contraryDeductible Amount or any other deductible, in no event shall the aggregate liability of Seller Maximum Indemnification limitation, or the limitation under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)immediately preceding sentence.

Certain Limitations. Notwithstanding any provisions of this Article IX Neither Seller and Shareholder on the one ------------------- hand, nor Buyer on the other hand, will be liable for Losses incurred pursuant to the contrary, after the Closing, (iSections 7.03(a)(i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXor 7.03(b)(i) hereof, unless and until the aggregate amount of all such Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in suffered by the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”)other party exceeds $200,000, and if the aggregate amount of all such Losses exceeds $200,000 then the Purchaser Indemnified Parties such party shall be entitled to recover liable for only such aggregated indemnified the total amount of Losses in excess of the Deductible; (ii) first $200,000 of Losses. Neither Seller and Shareholder on the one hand, nor Buyer on the other hand, will be liable for Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover incurred pursuant to Section 9.2(a)(iSections 7.03(a)(i) any amounts or 7.03(b)(i) hereof in an aggregate amount in excess of three percent $1,000,000. For purposes of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (6.0%) but not for the purpose of the Purchase Pricedetermining whether any breach of a representation or warranty has occurred), each representation and warranty contained in this Agreement shall be read without regard and without giving effect to any materiality standard or qualification contained in such representation or warranty. Notwithstanding the foregoing, the The limitations on indemnification set forth in this Section 9.2(csubsection (c) shall not apply be applicable to Losses directly resulting from the failure to be true and correct any willful breach of any of (x) the Fundamental Representations representation or the representations and warranties warranty by Seller, Shareholder or Buyer, or to any covenant or agreement contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement (whether willful or otherwise) including, without limitation, the agreements to the contraryindemnify for Assumed Liabilities and Excluded Liabilities contained in this Section 7.03, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given or to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)claim based on fraud.

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrary, after the Closingcontrary herein, (i) other than with respect to any breach of any Company Fundamental Representations or the Purchaser Indemnified Parties representations and warranties made pursuant to Section 3.15 or the Specified Indemnity Matter, the Company Unitholders shall not be entitled liable pursuant to assert a Section 9.02(a) for any Damages incurred by any Parent Indemnified Person unless, (A) the Damages incurred by all Parent Indemnified Persons in respect of any individual claim for indemnification under this Article IX(or series of related claims arising from substantially similar underlying facts, events or circumstances) pursuant to Section 9.02(a) exceeds $10,000 (which Damages shall not be counted towards the Deductible) (the “Mini-Basket”), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until (B) the aggregate amount of all Losses indemnifiable hereunder Damages incurred by all such Parent Indemnified Persons exceeds, on a cumulative basis (subject but for such purposes excluding any Damages which do not exceed the Mini-Basket pursuant to clause (ii) below) exceedA)), in the aggregate, one percent (1.0%) of the Purchase Price an amount equal to $1,000,000 (the “Deductible”), and then indemnification shall only be available to the Purchaser Parent Indemnified Parties shall be entitled Persons for the amount of Damages for which indemnification is due pursuant to recover for only such aggregated indemnified Losses Section 9.02 in excess of the Deductible; Deductible and (ii) Losses except in the case of less fraud, the aggregate amount of Damages for which the Company Unitholders shall be liable pursuant to Section 9.02 shall in no event exceed the Indemnity Escrow Amount and the Indemnity Escrow Account shall be the sole remedy of the Parent Indemnified Persons for any amounts owed or payable under Section 9.02. Notwithstanding anything to the contrary herein, (i) other than $50,000 with respect to any breach of any Parent Fundamental Representations, Parent shall not be liable pursuant to Section 9.02(a) for any Damages incurred by any Company Indemnified Person unless, (A) the Damages incurred by all Company Indemnified Persons in respect of any individual claim (or series of related claims arising from substantially similar underlying facts, events or circumstances) pursuant to Section 9.02(a) exceeds the Mini-Basket (which Damages shall not be counted toward satisfaction towards the Deductible), and (B) the aggregate of all Damages incurred by all such Company Indemnified Persons exceeds, on a cumulative basis (but for such purposes excluding any Damages which do not exceed the Mini-Basket pursuant to clause (A)), the Deductible, and no claims then indemnification shall only be aggregated available to the Company Indemnified Persons for purposes the amount of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover Damages for which indemnification is due pursuant to Section 9.2(a)(i) any amounts 9.02 in excess of three percent the Deductible and (6.0%ii) except in the case of the Purchase Price. Notwithstanding the foregoingfraud, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct aggregate amount of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).Damages

Certain Limitations. Notwithstanding (a) Except in the case of Fraud and indemnification claims related to any provisions breach of this Article IX or inaccuracy in the Acquired Company Fundamental Representations, Buyer Fundamental Representations or the Tax Representations, the Buyer Indemnified Parties, as a group, on the one hand, and the Seller Indemnified Parties, as a group, on the other hand, may not recover any Losses pursuant to the contraryan indemnification claim under Section 10.2(a)(i), after the ClosingSection 10.2(a)(viii), Section 10.2(a)(ix), Section 10.2(a)(x), or Section 10.2(b)(i), as applicable: (i) unless for any particular indemnifiable Losses (or group of related indemnifiable Losses that result from the Purchaser Indemnified Parties same circumstances) pursuant to this Article X, the aggregate amount of such indemnifiable Losses or group of related indemnifiable Losses is greater than $15,000 (the “De Minimis Threshold”); if less than the De Minimis Threshold, such indemnifiable Losses shall not be entitled subject to assert a claim for indemnification under indemnity hereunder, and, if greater or equal to the De Minimis Threshold, the entire amount (subject to the other limitations set forth in this Article IX, and no Purchaser Indemnified Party X) shall be entitled to indemnification under this Article IX, eligible for indemnity and (ii) unless and until the aggregate amount of all Buyer Indemnified Parties, as a group, on the one hand, or the Seller Indemnified Parties, as a group, on the other hand, shall have paid, incurred, suffered or sustained at least $100,000 in Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”)) in the aggregate, and then at which time the Purchaser Buyer Indemnified Parties or the Seller Indemnified Parties, as applicable, shall be entitled to recover for only such aggregated indemnified in accordance with this Agreement all Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. Notwithstanding The liability of any provisions of Seller Parties or Buyer, as applicable, for indemnification claims under this Article IX Agreement shall be limited by the following: The obligations to indemnify and hold harmless a Party in respect of a breach of representation, warranty or covenant shall terminate on the contraryapplicable survival date as set forth in Section 10.1, after unless, with respect to a representation, warranty or covenant that terminates following the ClosingClosing Date, (i) the Purchaser Indemnified Parties shall not be entitled to assert an Indemnitee has made a proper claim for indemnification under pursuant to this Article IXSection 10 prior to such termination date. If an Indemnitee has made a proper claim for indemnification pursuant to this Section 10 prior to such termination date, and no Purchaser Indemnified Party shall then such claim will not be extinguished by the passage of the deadlines set forth in Section 10.1. No Buyer Indemnitee will be entitled to indemnification under this Article IX, pursuant to Section 10.2(i) unless and until the aggregate amount of all Losses indemnifiable hereunder (losses subject to clause (ii) below) such indemnification would exceed, in the aggregateon a cumulative basis, one percent an amount equal to Ten Thousand Dollars (1.0%$10,000) of the Purchase Price (the “DeductibleBasket”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in extent such losses exceed the Basket. In no event shall the aggregate liability of Seller under this Agreement Parties (i) pursuant to Section 10.2(i) exceed an aggregate amount equal to the Purchase Price. For purposes of this Article IXdetermining any breach or inaccuracy of any representation or warranty and the amount of any Losses related thereto, no effect will shall be given to any qualification as to “materiality” or “Material Adverse Effect” or other materiality qualification in the relevant representation or warranty. The representations, warranties and covenants of Seller Parties, and the rights and remedies that may be exercised by Buyer Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Buyer Indemnitees or any of their representatives. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 10 shall limit the liability of any Party for fraud or intentional misrepresentation related to the representations and warranties contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)this Agreement.

Certain Limitations. Notwithstanding any provisions of this Article IX to the contrary, after the Closing, (ia) the Purchaser Indemnified Parties shall not be entitled to assert a No claim for indemnification Losses shall be made under this Article IXSection 9.2(a) or under Section 9.3(a) unless the aggregate amount of Losses exceeds [***] for which claims are made hereunder by the Indemnified Party (the "Basket"), and no Purchaser in which case the Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover seek compensation for only such aggregated indemnified Losses in excess of the DeductibleBasket, but only up to a maximum aggregate amount of [***] (the "Indemnification Cap"); provided, however, that the foregoing Basket and Indemnification Cap shall not apply to Losses resulting from (i) Seller's Fraud or (ii) any breach of any Fundamental Rep made by Seller; provided, further, that aggregate indemnification obligations of the Indemnified Party for all Losses resulting from any breach of less than $50,000 any Fundamental Rep shall not exceed an amount equal to [***] (the "[***]"). Notwithstanding anything to the foregoing, with respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 9.2(a) or under Section 9.3(a), (x) no Party shall be liable for any Loss resulting from or relating to any inaccuracy in or breach of any 40 representation or warranty if the Party seeking indemnification for such Loss had knowledge of such breach or the underlying facts of such breach before the Initial Closing and (y) the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed [***] (the "De Minimis Amount") (which Losses shall not be counted toward satisfaction the Basket); provided, however, that such de minimis limitation shall not apply with respect to Fraud. The aggregate indemnification obligations of the DeductibleIndemnified Party for claims made under Section 9.2(b) or Section 9.3(b) shall not exceed the [***] . For the avoidance of doubt, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) none of the Purchase Price. Notwithstanding the foregoingBasket, the Indemnification Cap, [***] or De Minimis Amount limitations set forth in this shall apply with respect to any Losses under Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”9.3(d).

Certain Limitations. Notwithstanding any provisions (a) Except as otherwise expressly provided herein, Seller (on behalf of this Article IX itself and as agent for the Other Sellers) shall not be obligated to the contrary, after the Closing, (i) the indemnify Purchaser Indemnified Parties for aggregate Purchaser Losses under Sections 9.1(a)(i) or 9.1(a)(ii) of this Agreement or any other Transaction Document in excess of $4,000,000.00 in the aggregate (the “Indemnity Cap”); provided, however, that such limitation shall not apply with respect to a breach of a representation or warranty made by Seller in Sections 4.1 (Corporate Existence), 4.2(a) (Corporate Authority), 4.4(a) (Title), 4.8 (Tax Matters), 4.9 and 4.9A (Employee Benefits), 4.12 (Environmental Matters), and 4.20 (Finders; Brokers) (collectively, the “Fundamental Seller Representations”); provided, further that Seller (on behalf of itself and as agent for the Other Sellers) shall not be entitled obligated to assert a claim for indemnification under this Article IX, and no indemnify Purchaser Indemnified Party shall be entitled Parties for Losses with regards to indemnification under this Article IX, unless (x) breaches of the Fundamental Seller Representations and until (y) intentional breaches of any covenant or agreement of Seller contained herein or in any other Transaction Document in excess of 40% of the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, Purchase Price in the aggregate, one percent and (1.0%ii) Purchaser (on behalf of itself and as agent for any Affiliates) shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses under Sections 9.1(b)(i) or 9.1(b)(ii) of this Agreement or any other Transaction Document in excess of the Indemnity Cap; provided, however, that Purchaser shall not be obligated to indemnify Seller Indemnified Parties for Losses with regard to intentional breaches of any covenant or agreement of Purchaser contained herein or in any other Transaction Document in excess of 40% of the Purchase Price (in the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)aggregate.

Certain Limitations. (a) Notwithstanding any provisions of this Article IX anything to the contrary, after the Closingcontrary herein, (ii)(x) any claim by a Parent Indemnitee against any Equityholder Indemnifying Party arising under Section 7.1(a) and (y) any claim by a Company Indemnitee against any Parent Indemnifying Party arising under Section 7.2(a) shall be payable by the Purchaser Indemnified Parties shall not be entitled applicable Indemnifying Party only in the event and to assert a claim for indemnification the extent that the accumulated amount of the claims in respect of such Indemnifying Party’s obligations to indemnify under this Article IXAgreement shall exceed $3,000,000 in the aggregate (the “Indemnification Threshold”), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until (ii) at such time as the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, claims in the aggregate, one percent (1.0%) respect of the Purchase Price indemnity obligations of such party for breaches of representations and warranties shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the amount of all claims for breaches of representations and warranties in excess of the Indemnification Threshold up to, but in no event exceeding, an amount equal to the Cap; provided, however, that the Indemnifying Parties shall have no obligation to indemnify a Parent Indemnitee or Company Indemnitee, as applicable, with respect to individual Damages of less than $250,000 each (the “DeductibleMini Basket”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 Damages shall not be counted toward satisfaction of the DeductibleIndemnification Threshold; provided, further, that the Indemnification Threshold and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) Mini Basket shall not apply to Losses directly resulting from Damages to the failure extent that the same arise out of or relate to be true and correct a breach of any of (x) the Fundamental Representations and Warranties or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)fraud.

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 7.2(a)(i) (in the case of this Article IX to Seller) or ‎Section 7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $120,000 (the Purchaser Indemnified Parties “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such ‎Section 7.2(a)(i) or such ‎Section 7.2(b)(i), as the case may be, exceeds $12,150,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under ‎Section 7.2(a)(i) or ‎such Section 7.2(b)(i), as the case may be, that is in excess of the Deductible, subject to the limitations set forth in this Article VII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Section 7.2(a)(i), in the case of Seller, or ‎Section 7.2(b)(i), in the case of Buyer, shall be $81,000,000; (ii) provided, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses of less than $50,000 under this Agreement shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of exceed the Purchase Price. Notwithstanding the foregoing, the limitations set forth in the previous sentences of this Section 7.3(a) (other than the limitation in the immediately preceding proviso) shall not be applicable to any Indemnifiable Losses asserted in respect of the Seller Fundamental Representations or the Buyer Fundamental Representations. The maximum aggregate liability of Seller to any Buyer Indemnified Person for any and all Allocated Loss Adjustment Expenses under Section 7.2(a)(iii)(y) shall be $1,000,000. The limitations in this Section 9.2(c) 7.3 shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted claims made under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)VIII.

Certain Limitations. (a) Notwithstanding any provisions of this Article IX anything to the contrarycontrary in this Agreement, after the Closingbut subject to Section 10.3(b), (i) the Purchaser Indemnified Parties Seller shall not be entitled required to assert a claim for indemnification indemnify any Purchaser Indemnitee, nor shall Seller have any liability under this Article IXSection 10.1(a), and no unless the total amount of all Damages exceeds the Tipping Basket Amount, then the Purchaser Indemnified Party Indemnitees shall be entitled to indemnification be indemnified against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Tipping Basket Amount; provided, that, subject to Section 10.3(b), Seller shall not be required to indemnify any Purchaser Indemnitee, nor have any liability, under this Article IXSection 10.1(a), in the aggregate in excess of [***]% of the Purchase Price; and (ii) Purchaser shall not be required to indemnify any Seller Indemnitee, nor shall Purchaser have any liability under Section 10.2(a), unless and until the aggregate total amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceedDamages exceeds the Tipping Basket Amount, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties Seller Indemnitees shall be entitled to recover be indemnified against and compensated and reimbursed for only the entire amount of such aggregated indemnified Losses Damages, and not merely the portion of such Damages exceeding the Tipping Basket Amount; provided, that, subject to Section 10.3(b), Purchaser shall not be required to indemnify any Seller Indemnitee, nor have any liability, under Section 10.2(a), in the aggregate in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) [***]% of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrarycontrary in this ------------------- Agreement, after the Closingexcept as provided in this Section 9.5, (i) the Purchaser Indemnified Partnership Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall only be entitled to indemnification under this Article IXhereunder, unless and until Xxxx Atlantic and Vodafone shall only be obligated to indemnify such Indemnified Partnership Parties, with respect to and only to the extent of the breach of a representation or warranty by Xxxx Atlantic or Vodafone when the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceedsuch Indemnified Partnership Parties from all such breaches by Xxxx Atlantic or Vodafone, in the aggregaterespectively, one percent (1.0%) of the Purchase Price exceeds on a cumulative basis $150,000,000 (the “Deductible”"Deductible Amount"), and then only to the Purchaser Indemnified Parties extent of such ----------------- excess amount, and (ii) neither Vodafone nor Xxxx Atlantic shall be entitled to recover liable under this Agreement for only such aggregated indemnified Losses all breaches of representations and warranties for an aggregate amount in excess of $7,500,000,000 (the Deductible; (ii) Losses of less than $50,000 "Maximum Indemnification"). ----------------------- The foregoing limitations with respect to the Maximum Indemnification shall not be counted toward satisfaction apply, however, to any willful misrepresentation or willful breach of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Pricewarranty by Vodafone or Xxxx Atlantic. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes other provisions of this Article IX, no effect will Indemnified Partnership Party shall be given entitled to seek indemnification under this Article IX for any qualification as to “materiality” individual fact, circumstance, condition or “Material Adverse Effect” contained occurrence or series of related facts, circumstances, conditions or occurrences that results in or otherwise applicable to such a breach of a representation or warranty that involves Losses of less than $100,000. Notwithstanding the foregoing provisions of this Section 9.5, the indemnification obligations of Xxxx Atlantic and Vodafone set forth in Sections 9.1(a)(ii) or (iii), in the case of Xxxx Atlantic, or Sections 9.2(a)(ii) or (iii), in the case of Vodafone, shall not be subject to the Deductible Amount or any other than Section 4.7deductible, Section 4.8the Maximum Indemnification limitation, Section 4.9 or Section 4.11 and the words “Material Contract”)limitation under the immediately preceding sentence.

Certain Limitations. Notwithstanding (a) Except with respect to Indemnifiable Losses resulting from Excluded Taxes or from any provisions inaccuracy in or breach of this Article IX a representation or warranty set forth in Section 3.17 , no party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 10.02(a)(i) (in the contrarycase of Seller, after and other than with respect to an inaccuracy in or breach of any Seller Specified Representation) or Section 10.02(b)(i) (in the Closingcase of Purchaser, and other than with respect to an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $100,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under Section 10.02(a)(i) or such Section 10.02(b)(i) , as the case may be, exceeds $14,500,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under Section 10.02(a)(i) (other than with respect to a 81 breach of any Seller Specified Representation) or Section 10.02(b)(i) (other than with respect to a breach of any Purchaser Specified Representation), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article X; provided , however , that any Indemnifiable Losses of the Purchaser Indemnified Persons resulting from or arising out of any inaccuracy in or breach of any representation or warranty set forth in Section 9.2(c3.03 shall not be subject to the Deductible, and the Threshold Amount for such Indemnifiable Losses shall be $50,000; provided further that, for the avoidance of doubt, any such Indemnifiable Losses shall be subject to the Threshold Amount and the maximum aggregate liability set forth in the following sentence prior to the proviso set forth therein. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 10.02(a)(i) , in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or Sections 10.02(b)(i) , in the case of Purchaser (other than with respect to a breach of any Purchaser Specified Representation), shall be $174,000,000; provided , that the maximum aggregate liability of Seller to all Purchaser Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted claims made under Section 9.2(a)(ii10.02(a)(iii) , Section 10.02(b)(iii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”10.02(b)(iv).

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties Sellers shall not be entitled liable to assert a claim the Buyer Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 8.2(a) until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification under Section 8.2(a) exceeds ten thousand dollars (subject to clause $10,000) (ii) below) exceedthe “Basket”), in which event Sellers shall be required to pay or be liable for all such Losses in excess of the aggregate, one Basket. The aggregate amount of all Losses for which Sellers shall be liable pursuant to Section 8.2(a) shall not exceed fifteen percent (1.015%) of the Purchase Price (the “DeductibleCap”). (b) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under 26 Section 8.3(a) exceeds the Basket, and then the Purchaser Indemnified Parties in which event Buyer shall be entitled required to recover pay or be liable for only all such aggregated indemnified Losses in excess of the Deductible; (ii) Basket. The aggregate amount of all Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims for which Buyer shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i6.3(a) any amounts in excess of three percent shall not exceed the Cap. (6.0%c) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c8.4(a) shall not apply to Losses directly resulting from the failure based upon, arising out of, with respect to be true and correct or by reason of any inaccuracy in or breach of (x) the Fundamental Representations any representation or the representations and warranties contained warranty in Section 4.25 or 3.1, Section 4.4 or (y) 3.2, Section 3.3, Section 3.10, Section 3.14, Section 3.18 and Section 3.20. The aggregate amount of all Losses for which indemnity is asserted under Sellers shall be liable pursuant to Section 9.2(a)(ii8.1(a) based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under 3.1, Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary3.2, in no event Section 3.3, Section 3.10, Section 3.14, Section 3.18 and Section 3.20 shall the aggregate liability of Seller under this Agreement not exceed the Purchase Price. (d) For purposes of this Article IX8, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any qualification as to “materiality” or “, Material Adverse Effect” Effect or other similar qualification contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).warranty. 8.5

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 7.2(a)(i) (in the case of this Article IX to Seller) or Section 7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $120,000 (the Purchaser Indemnified Parties “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such Section 7.2(a)(i) or such Section 7.2(b)(i), as the case may be, exceeds $12,150,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only the value of the Indemnitee’s claims under Section 7.2(a)(i) or such aggregated indemnified Losses Section 7.2(b)(i), as the case may be, that is in excess of the Deductible, subject to the limitations set forth in this Article VII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 7.2(a)(i), in the case of Seller, or Section 7.2(b)(i), in the case of Buyer, shall be $81,000,000; (ii) provided, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses of less than $50,000 under this Agreement shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of exceed the Purchase Price. Notwithstanding the foregoing, the limitations set forth in the previous sentences of this Section 7.3(a) (other than the limitation in the immediately preceding proviso) shall not be applicable to any Indemnifiable Losses asserted in respect of the Seller Fundamental Representations or the Buyer Fundamental Representations. The maximum aggregate liability of Seller to any Buyer Indemnified Person for any and all Allocated Loss Adjustment Expenses under Section 7.2(a)(iii)(y) shall be $1,000,000. The limitations in this Section 9.2(c) 7.3 shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted claims made under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)VIII.

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrary, after contrary in this Agreement and without limitation upon the Closing, limitations elsewhere in this Agreement: (i1) Seller shall have no liability (and Buyer shall make no claim against Seller) for a breach of any representation or warranty or any other obligation of Seller under this Agreement or any document executed by Seller in connection with this Agreement unless (a) the Purchaser Indemnified Parties shall not be entitled valid claims for all such breaches collectively aggregate to assert a claim for indemnification more than Seventy-five Thousand ($75,000), and (b) the liability of Seller under this Article IX, Agreement and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) such documents does not exceed, in the aggregate, one percent the amount equal to One Million Nine Hundred Thousand Dollars (1.0%$1,900,000) of the Purchase Price (the “DeductibleCap”)) (it being understood that, notwithstanding anything to the contrary in this Agreement or any other document, Seller’s liability under this Agreement and then the Purchaser Indemnified Parties documents executed by Seller in connection herewith shall be entitled to recover for only such aggregated indemnified Losses in excess no event exceed, in the aggregate, the amount of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (iiCap); and (iii2) in no event shall the Purchaser Indemnified Parties Seller be entitled to recover pursuant to Section 9.2(a)(i) liable for any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingconsequential or punitive damages; provided, however, the limitations set forth in this Section 9.2(c) Cap and Survival Period shall not apply to Losses directly resulting from the failure post-closing reproration obligations of Buyer under Section 6D(2), Seller’s obligations with respect to be true real estate taxes under Section 6(D)(1(a) hereof, and correct fees and costs of any enforcement of the Agreement. Seller shall maintain (xi) during the Fundamental Representations Survival Period, a liquid net worth equal to at least the amount of the Cap and (ii) after the Survival Period, a liquid net worth equal to at least the lesser of the amount of the Cap or the representations aggregate amount claimed by Buyer in Breach Notices delivered to Seller during the Survival Period; provided, however, that Seller shall not have any further obligations pursuant to clause (ii) if Buyer has not commenced litigation with respect to such claims within thirty (30) days after the expiration of the Survival Period or from and warranties contained in Section 4.25 after such time as all such claims have been settled or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)finally determined by a court of competent jurisdiction. Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability The obligations of Seller under this Agreement exceed the Purchase PriceSection shall survive Closing. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).E.

Certain Limitations. Notwithstanding anything to the contrary in this Agreement, except as provided below in this Section 10.6, (i) OpCo shall be entitled to indemnification hereunder with respect to the breach of a representation, warranty, covenant or agreement by Xxxxxxxx only when the aggregate of all Losses to such Indemnified OpCo Parties from all such breaches exceeds on a cumulative basis $12,000,000 (the "Deductible Amount"), and then only to the extent of such excess amount, and (ii) Xxxxxxxx shall not be liable under this Agreement for an aggregate amount in excess of $310,000,000 (the "Maximum Indemnification"). Until the aggregate amount of Bidder Contributed Cash exceeds $310,000,000, the amount of the Maximum Indemnification shall equal the aggregate amount of such Bidder Contributed Cash. The foregoing limitations with respect to the Maximum Indemnification shall not apply, however, to any willful misrepresentation or willful breach of warranty by Xxxxxxxx. Notwithstanding the other provisions of this Article IX to the contrary10, after the Closing, (i) the Purchaser no Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified OpCo Party shall be entitled to seek indemnification under this Article IX10 for any individual fact, unless and until the aggregate amount circumstance, condition or occurrence that results in a breach of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) a representation or warranty that involves Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)25,000. Notwithstanding the foregoing or anything in provisions of this Agreement Section 10.6, the indemnification of OpCo by Xxxxxxxx for Xxxxxxxx Retained Liabilities pursuant to Section 10.1(a)(ii) shall not be subject to the contraryDeductible Amount or any other deductible, in no event shall the aggregate liability of Seller Maximum Indemnification limitation, or the limitation under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)immediately preceding sentence.

Certain Limitations. Notwithstanding The liability of any provisions of Seller Parties or Buyer, as applicable, for indemnification claims under this Article IX Agreement shall be limited by the following: The obligations to indemnify and hold harmless a Party in respect of a breach of representation, warranty or covenant shall terminate on the contraryapplicable survival date as set forth in Section 10.1, after unless, with respect to a representation, warranty or covenant that terminates following the ClosingClosing Date, (i) the Purchaser Indemnified Parties shall not be entitled to assert an Indemnitee has made a proper claim for indemnification under pursuant to this Article IXSection 10 prior to such termination date. If an Indemnitee has made a proper claim for indemnification pursuant to this Section 10 prior to such termination date, and no Purchaser Indemnified Party shall then such claim will not be extinguished by the passage of the deadlines set forth in Section 10.1. No Buyer Indemnitee will be entitled to indemnification under this Article IX, pursuant to Section 10.2(i) unless and until the aggregate amount of all Losses indemnifiable hereunder (losses subject to clause (ii) below) such indemnification would exceed, in the aggregateon a cumulative basis, one percent an amount equal to Ten Thousand Dollars (1.0%$10,000) of the Purchase Price (the “DeductibleBasket”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in extent such losses exceed the Basket. In no event shall the aggregate liability of Seller under this Agreement Parties (i) pursuant to Section 10.2(i) exceed an aggregate amount equal to the Purchase Price. For purposes of this Article IXdetermining any breach or inaccuracy of any representation or warranty and the amount of any Losses related thereto, no effect will shall be given to any qualification as to “materiality” or “Material Adverse Effect” or other materiality qualification in the relevant representation or warranty. The representations, warranties and covenants of Seller Parties, and the rights and remedies that may be exercised by Buyer Indemnitees, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Buyer Indemnitees or any of their representatives. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 10 shall limit the liability of any Party for fraud or intentional misrepresentation related to the representations and warranties contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)this Agreement. 30 10.6.

Certain Limitations. Notwithstanding Parent may not receive any provisions of this Article IX to amounts from the contrary, after the Closing, (iEscrow Fund for Losses arising under Section 10.02(a)(i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, or Section 10.02(a)(vi) unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiarising under Section 10.02(a)(i) belowand Section 10.02(a)(vi) exceed, in the aggregate, one percent (1.0%) of the Purchase Price exceeds $431,250 (the “DeductibleBasket Amount”), subject to the right of the Shareholder Agent to object; and then in such case, Parent may recover from the Purchaser Indemnified Parties shall be entitled to recover for only Escrow Fund all of such aggregated indemnified Losses in excess of the Deductible; (ii) Basket Amount. Unless and until such cumulative Losses of less than $50,000 shall exceed the Basket Amount, Parent may not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%from the Escrow Fund for Losses arising under Section 10.02(a)(i) of the Purchase Priceor Section 10.02(a)(vi). Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) Basket Amount shall not apply to any (i) claims for Losses directly resulting from made under Section 4.01 (Organization and Qualification; Subsidiary), Section 4.02 (Articles of Incorporation, Regulations and Minutes), Section 4.03 (Capitalization and Indebtedness), Section 4.04 (Authority Relative to this Agreement) and Section 4.27 (Brokers) (the failure to be true and correct foregoing, collectively, the “Fundamental Representations”), (ii) claims for intentional or willful misrepresentation of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 material facts that constitute common law fraud under applicable Law, or (yiii) claims for Losses for which indemnity is asserted under Section 9.2(a)(ii10.02(a)(vii). For the avoidance of doubt, the Basket Amount shall not apply to any indemnification claims under Sections 10.02(a)(ii) through 10.02(a)(v) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv10.02(a)(vii). Notwithstanding For the foregoing purpose of quantifying a Loss under this Article X or anything to determine if a breach of a representation or warranty has occurred, any representation or warranty of the Company that is qualified in this Agreement scope as to materiality (including a Company Material Adverse Effect) shall be deemed to be made or given without such qualifications. There shall be no right of contribution for any Shareholder from any Parent Indemnitee (including the contrarySurviving Entity) with respect to any Loss claimed by any Parent Indemnitee, and in no event shall any Shareholder be entitled to require that any claim be first made or brought against any other Person, including the aggregate liability Surviving Entity. No limit on indemnification in this Section 10.02 shall limit, or be deemed to limit, the rights of Seller any Parent Indemnitee against any Shareholder arising (i) under this Agreement exceed the Purchase Price. For purposes letter of this Article IX, no effect will be given transmittal delivered by such Shareholder or the other documents delivered by such Shareholder pursuant to Section 3.04 or (ii) under any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to other agreement that such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Shareholder has with any Parent Indemnitee.

Certain Limitations. Notwithstanding any provisions of The party making a claim under this Article IX ARTICLE VI is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this ARTICLE VI is referred to as the “Indemnifying Party”. The indemnification provided for in Section 6.02 and Section 6.03 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties The Indemnifying Party shall not be entitled liable to assert a claim the Indemnified Party for indemnification under this Article IXSection 6.02(a) or Section 6.03(a), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXas the case may be, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 6.02(a) belowor Section 6.03(a) exceed, in the aggregate, one exceeds one-half percent (1.00.5%) of the Purchase Price (the “Deductible”), and then in which event the Purchaser Indemnified Parties Indemnifying Party shall only be entitled required to recover pay or be liable for only such aggregated indemnified Losses in excess of the Deductible; . Notwithstanding the foregoing, the Deductible limitation set forth in this Section 6.04(a) shall not apply (i) to breaches or inaccuracies of the Seller’s Fundamental Warranties or the Buyer’s Fundamental Warranties, or (ii) in the case of fraud. (b) The aggregate amount of all Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims for which Seller shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i6.02(a) (other than any amounts in excess claims arising from the breach of three Sellers’ Fundamental Warranties, any Specified Claims or fraud), shall not exceed fifty percent (6.050%) of the Retention Amount. For any indemnification claims by Buyer against Seller pursuant to Section 6.02(a) relating to a Specified Claim, the aggregate amount of all Losses for which Seller shall be liable pursuant to Section 6.02(a) shall not exceed five percent (5%) of the Purchase Price. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 6.03(a) (other than any claims arising from the breach of Buyers’ Fundamental Warranties or fraud), shall not exceed two percent (2%) of the Purchase Price. For any indemnification claims by Buyer against Seller relating to a breach involving any of Seller’s Fundamental Warranties, and for any claims by Seller against Buyer relating to a breach involving any of Buyer’s Fundamental Warranties or claims arising from Section 6.03(b) through Section 6.03(c), the respective indemnification obligations shall not exceed the Purchase Price. Notwithstanding the foregoing, no cap shall apply in the limitations set forth in this Section 9.2(ccase of fraud by Seller or Buyer, as the case may be. (c) shall not apply to Losses directly resulting from the failure to be true and correct The amount of any of (x) the Fundamental Representations or the representations and warranties contained in all Losses subject to indemnification pursuant to Section 4.25 6.02 or Section 4.4 or (y) Losses for which indemnity is asserted 6.03 shall be determined net of any amounts actually recovered by the applicable Indemnified Party under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty insurance policies (other than the R&W Insurance Policy) and any indemnity, contribution or other similar agreements or arrangements with third parties) in respect of any such Losses, and no right of subrogation shall accrue to any such third party insurer or indemnitor hereunder, except in the case of fraud. (d) Payments by an Indemnifying Party pursuant to Section 4.7, Section 4.8, Section 4.9 6.02 or Section 4.11 and 6.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the words “Material Contract”).Indemnified Party. 53

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrarycontrary in this Agreement, after the Closingexcept as provided below in this Section 10.6, (i) OpCo shall be entitled to indemnification hereunder with respect to the Purchaser breach of a representation, warranty, covenant or agreement by BAM only when the aggregate of all Losses to such Indemnified OpCo Parties from all such breaches exceeds on a cumulative basis $7,500,000 (the "Deductible Amount"), and then only to the extent of such excess amount, and (ii) BAM shall not be entitled to assert a claim for indemnification liable under this Article IXAgreement for an aggregate amount in excess of $195,000,000 (the "Maximum Indemnification"). The foregoing limitations with respect to the Maximum Indemnification shall not apply, and however, to any willful misrepresentation or willful breach of warranty by BAM. Notwithstanding the other provisions of this Section 10, no Purchaser Indemnified OpCo Party shall be entitled to seek indemnification under this Article IXSection 10 for any individual fact, unless and until the aggregate amount circumstance, condition or occurrence that results in a breach of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) a representation or warranty that involves Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)25,000. Notwithstanding the foregoing or anything in provisions of this Agreement Section 10.6, the indemnification of OpCo by BAM for BAM Retained Liabilities pursuant to Section 10.1(a)(ii) shall not be subject to the contraryDeductible Amount or any other deductible, in no event shall the aggregate liability of Seller Maximum Indemnification limitation, or the limitation under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)immediately preceding sentence.

Certain Limitations. Notwithstanding any provisions of The party making a claim under this 36ARTICLE VIII is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article IX VIII is referred to as the "Indemnifying Party". The indemnification provided for in Section VIII.02 and Section VIII.03 shall be subject to the contrary, after the Closing, (i) the Purchaser Indemnified Parties following limitations: The Indemnifying Party shall not be entitled liable to assert a claim the Indemnified Party for indemnification under this Article IX(a) or (a), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXas the case may be, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 8.02(a) belowor Section 8.03(a) exceed, in the aggregate, one percent (1.0%) exceeds [$[NUMBER]/[PERCENTAGE]% of the Purchase Price Price] (the “"Deductible”"), and then in which event the Purchaser Indemnified Parties Indemnifying Party shall only be entitled required to recover pay or be liable for only such aggregated indemnified Losses in excess of the Deductible; . With respect to any claim as to which the Indemnified Party may be entitled to indemnification under Section 8.02(a) or Section 8.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $[NUMBER] (ii) which Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims ). The aggregate amount of all Losses for which an Indemnifying Party shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i(a) any amounts in excess of three percent or (6.0%) a), as the case may be, shall not exceed [$[NUMBER]/[PERCENTAGE]% of the Purchase Price]. Notwithstanding Payments by an Indemnifying Party pursuant to Section VIII.02 or Section VIII.03 in respect of any Loss shall be limited to the foregoingamount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the limitations set forth Indemnified Party in respect of any such claim. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement. Payments by an Indemnifying Party pursuant to Section 9.2(c) VIII.02 or Section VIII.03 in respect of any Loss shall be reduced by an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Indemnified Party. In no event shall any Indemnifying Party be liable to any Indemnified Party 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. Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss. Seller shall not apply to be liable under this 36ARTICLE VIII for any Losses directly resulting from the failure to be true and correct based upon or arising out of any inaccuracy in or breach of any of (x) the Fundamental Representations or the representations and or warranties of Seller contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Closing.

Certain Limitations. Notwithstanding any provisions of The party making a claim under this Article IX VII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VII is referred to as the “Indemnifying Party.” The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties The Indemnifying Party shall not be entitled liable to assert a claim the Indemnified Party for indemnification under this Article IXSection 7.02(a) or Section 7.03(a), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXas the case may be, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 7.02(a) belowor Section 7.03(a) exceed, in the aggregate, one percent (1.0%) of the Purchase Price exceeds $165,000.00 (the “Deductible”), and then in which event the Purchaser Indemnified Parties Indemnifying Party shall only be entitled required to recover pay or be liable for only such aggregated indemnified Losses in excess of the Deductible. (b) The aggregate amount of all Losses for which an Indemnifying Party shall be liable pursuant to Section 7.02(a) or Section 7.03(a), as the case may be, shall not exceed $2,500,000.00 (the “Cap”); (c) Notwithstanding anything to the contrary contained in this Agreement, neither the Deductible nor the Cap shall apply to any Losses resulting from or arising out of (i) fraud or willful breach or (ii) a breach of any Fundamental Representation or Tax Representations, nor shall any such Losses of less than $50,000 shall not be counted apply toward satisfaction of the Deductible, and no claims Deductible or the Cap. (d) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect of any Loss shall be aggregated for purposes limited to the amount of this clause any liability or damage that remains after deducting therefrom the actual amount of any insurance proceeds and any indemnity, contribution or other similar payment realized by and paid to or paid on behalf of such Indemnified Party in respect of any such claim (net in each case of (i) any costs incurred to recover such amounts (including any related retrospective premium adjustments resulting from assertion of such claims) and (ii) any Losses in respect of the same matter that are not subject to indemnification hereunder solely by virtue of the limitations in this Article VII) (collectively, “Recoverable Proceeds”). The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement; provided, that any costs or expenses reasonably incurred in connection with such commercially reasonable mitigation efforts shall constitute Losses subject to indemnification hereunder (subject to the other limitations on indemnification provided in this Article VII). (e) Payments by an Indemnifying Party pursuant to Section 7.02 or Section 7.03 in respect to any Loss shall be reduced by an amount equal to any net Tax benefit 49 actually realized as a result of such Loss by the Indemnified Party. If the cash benefit has not been obtained at the time the Indemnifying Party makes the payment, the Indemnifying Party shall pay the full amount of the Loss. Within thirty (30) days after the actual receipt of a net Tax benefit by the Indemnified Party, the Indemnified Party shall pay such amount to the Indemnifying Party. (f) Any amount payable by an Indemnifying Party pursuant to this Article VII shall be paid promptly and payment shall not be delayed pending any determination of Recoverable Proceeds. In any case where an Indemnified Party recovers from a third Person any Recoverable Proceeds and/or any other amount in respect of any Losses for which an Indemnifying Party has actually reimbursed it pursuant to this Article VII, such Indemnified Party shall promptly pay over to the Indemnifying Party such Recoverable Proceeds and/or the amount so recovered (after deducting therefrom the amount of expenses incurred by it in procuring such recovery), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (iiiii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter. (g) In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages or diminution of value or any damages based on any type of multiple (including without limitation any multiple of profits or multiple of cash flow), except and to the Purchaser extent such damages are awarded in a Third Party Claim for which the Indemnifying Party has an indemnification obligation under this Agreement. (h) Each Indemnified Parties be entitled Party shall take, and cause its Affiliates to recover pursuant take, all commercially reasonable steps to Section 9.2(a)(i) mitigate any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct Loss upon becoming aware of any of (x) the Fundamental Representations event or the representations and warranties contained in circumstance that would be reasonably expected to, or does, give rise thereto. Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).7.05

Certain Limitations. (a) Notwithstanding any the other provisions ------------------- of this Article IX to the contraryVIII, after the ClosingPfizer shall not have any indemnification obligations for Losses under Section 8.1(a)(iii), (i) for any individual item where the Purchaser Indemnified Parties shall not be entitled Loss relating thereto is less than $75,000 and (ii) in respect of each individual item where the Loss relating thereto is equal to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXor greater than $75,000, unless and until the aggregate amount of all such Losses indemnifiable hereunder exceeds $10,000,000, in which event Pfizer shall be required to pay the amount of such Losses which exceeds $10,000,000 but only up to a maximum amount of 20% of the Aggregate Purchase Price, except with respect to Losses related to breaches of the representations set forth in Sections 5.2 and 5.3 of this Agreement, for which there shall be no maximum indemnification amount. (subject b) Notwithstanding the provisions of this Article VIII, Pfizer shall not have any indemnification obligations for Losses under Section 8.1(a)(i) in respect of Excluded Environmental Liabilities, (i) for any individual item where the Loss relating thereto is less than (x) $50,000 with respect to clause items falling within subparagraph (iii) of the definition of Excluded Environmental Liabilities, (y) $150,000 with respect to items falling within subparagraph (ii) belowof the definition of Excluded Environmental Liabilities, (z) exceed, in the aggregate, one percent $50,000 with respect to items falling within subparagraph (1.0%vi) of the Purchase Price definition of Excluded Environmental Liabilities relating to harm or injury to any person, public health or natural resources, and (aa) $100,000 with respect to items falling within subparagraph (vi) of the “Deductible”definition of Excluded Environmental Liabilities related to harm or injury to real property, and (ii) in respect of each individual item where the Loss relating thereto is equal to or greater than the minimum amounts set forth in clause (i), unless the aggregate amount of all such Losses exceeds $2,000,000, in which event Pfizer shall be required to pay the amount of such Losses which exceeds $2,000,000, but only up to a maximum amount of $22,500,000. (c) Notwithstanding the provisions of this Article VIII, Pfizer shall not have any indemnification for Losses under 8.1(a)(i) with respect to items falling within subparagraph (vii) of the definition of Excluded Environmental Liabilities to the extent such losses exceed $20,000,000. Section 8.7 Losses Net of Insurance, Etc. The amount of any Loss for which ---------------------------- indemnification is provided under Section 8.1 or 8.2 shall be net of (i) any accruals or reserves on the Financial Statements or the Working Capital Statement, (ii) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Loss (each Person named in clauses (ii) and (iii), a "Collateral Source"), and then (iv) an amount equal to any tax benefit that resulted ------------------ in an actual reduction in cash payments for Taxes in the Purchaser same fiscal year such Losses were incurred by the Indemnified Parties Party in connection therewith. The Indemnified Party shall be entitled use commercially reasonable efforts to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 maximize actual tax benefits. Indemnification under this Article VIII shall not be counted toward satisfaction of available unless the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall Indemnified Party first uses commercially reasonable efforts to seek recovery from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign the Purchaser Indemnified Parties be entitled rights to recover seek recovery pursuant to Section 9.2(a)(i) the preceding sentence; provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense. If the amount to be netted hereunder from any amounts in excess payment required under Sections 8.1 or 8.2 is determined after payment by the Indemnifying Party of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingany amount otherwise required to be paid to an Indemnified Party to this Article VIII, the limitations set forth in this Section 9.2(c) Indemnified Party shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement repay to the contraryIndemnifying Party, in no event shall promptly after such determination, any amount that the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of Indemnifying Party would not have had to pay pursuant to this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to VIII had such representation or warranty (other than determination been made at the time of such payment. Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).8.8

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 7.02 and Section 7.03 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties Buyer shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled pursuant to indemnification under this Article IX, unless and Section 7.02(a) until the aggregate amount of all indemnifiable Losses indemnifiable hereunder (subject to clause (iiincurred or sustained by, or imposed upon, Buyer under Section 7.02(a) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price exceeds $1,117,000 (the “Deductible”), and then the Purchaser Indemnified Parties in such event, Buyer shall be entitled only to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of provided, however, that the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) foregoing limitation shall not apply to Losses directly resulting from the failure to be true and correct any claim based on a breach of or inaccuracy in any of (x) the Fundamental Representations or the representations and or warranties contained in Section 4.25 or Section 4.4 or (y) 3.20. Buyer’s sole and exclusive remedy with respect to Losses for which indemnity it may be entitled to indemnification pursuant to Section 7.02(a) shall be to satisfy the amount of such Losses in the following order of priority: first, out of the Indemnity Escrow Account, subject to the terms and conditions of this Agreement and the Escrow Agreement, and thereafter, out of the R&W Policy, and without, for the avoidance of doubt, any direct recourse against Seller (including without limitation if Buyer is asserted unable to recover under the R&W Policy). (b) Seller shall not be entitled to indemnification pursuant to Section 7.03(a) until the aggregate amount of all Losses incurred or sustained by, or imposed upon Seller under Section 9.2(a)(ii7.03(a) exceeds the Deductible, in such event, Seller shall be entitled only to Losses in excess of the Deductible. (c) No claim for indemnification may be made by an Indemnified Party pursuant to Section 7.02(a) or Section 9.2(a)(iii7.03(a), as applicable, for any individual item where the claim for Losses related thereto (and any other claims arising out of substantially similar facts and/or circumstances) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding less than $100,000, and if such claim does not exceed such amount, the foregoing amount of such claim shall not be taken into account in determining whether or anything in this Agreement not, or to the contraryextent to which, in no event shall the aggregate liability of Seller under this Agreement exceed Deductible has been exceeded with respect to the Purchase Priceapplicable Indemnifying Party. For purposes of this Article IX, no effect will be given (d) Except with respect to any qualification as amounts recovered under the R&W Policy, payments by an Indemnifying Party pursuant to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 7.02 or Section 4.11 7.03 in respect of any Loss shall be reduced by the amount of any insurance proceeds and any indemnity, contribution or other similar payment actually received by the words “Material Contract”).Indemnified Party (or any member of the Company Group if the Indemnified Party is 53

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Sections ‎7.2(a)(i) (in the case of this Article IX to Seller) or ‎Section ‎7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim (or series of claims arising from substantially similar underlying facts, events or circumstances), except to the Purchaser Indemnified Parties extent such claim (or series of claims arising from substantially similar underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $100,000 (the “Threshold Amount”), (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IXclause (ii) below), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under ‎Section ‎7.2(a)(i) or Section ‎7.2(b)(i), as the case may be, exceeds $12,500,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under ‎Section ‎7.2(a)(i) or ‎Section ‎7.2(b)(i), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article ‎VII and (iii) the maximum aggregate liability of Seller, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Section ‎7.2(a)(i), in the case of Seller, or Section 9.2(c‎7.2(b)(i), in the case of Buyer, shall be $187,500,000 (the “Cap”); provided, however, that (A) none of the Threshold Amount, the Deductible or the Cap shall apply with respect to Indemnifiable Losses arising out of or resulting from any breach or failure to be true of any Seller Specified Representation or any Buyer Specified Representation and such Indemnifiable Losses shall not be taken into account in determining whether the Threshold Amount, the Deductible or the Cap have been exceeded, (B) the Threshold Amount and the Deductible shall not apply to Indemnifiable Losses directly arising out of or resulting from the any breach or failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained set forth in Section 4.25 ‎3.29 (Tax Treatment of Insurance Contracts) and such Indemnifiable Losses shall not be taken into account in determining whether the Threshold Amount or Section 4.4 or the Deductible have been exceeded and (yC) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the maximum aggregate liability of Seller under this Agreement to all Buyer Indemnified Persons for any or all Indemnifiable Losses arising out of or resulting from any breach or failure to be true of any Seller Specified Representation or any Buyer Specified Representation shall not exceed 100% of the Base Purchase Price. For purposes In the event Seller is required to make a payment in respect of Indemnifiable Losses resulting from or arising out of breaches or failures to be true of any representations or warranties set forth in Section ‎3.29 (Tax Treatment of Insurance Contracts), up to an additional $37,500,000 shall be available in excess of the Cap solely with respect to indemnification for such Indemnifiable Losses; provided that the maximum aggregate Liability of Seller with respect to Liabilities other than those resulting from or arising out of any breach of Section ‎3.29 (Tax Treatment of Insurance Contracts) shall continue to be as described above (and shall not be increased by this sentence), and all other applicable limitations 106 set forth in this Article IX, no effect will ‎VII shall apply with respect to Indemnifiable Losses resulting from or arising out of a breach or failure to be given to true of any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty set forth in Section ‎3.29 (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”Tax Treatment of Insurance Contracts).

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 9.02 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties Sellers shall not be entitled liable to assert a claim the Buyer Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 9.02(a) until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 9.02(a) below) exceed, in the aggregate, one percent (1.0%and Section 6.02(a) of the Goodwill Purchase Price Agreement exceeds $550,000 (the “Deductible”"Basket"), and then the Purchaser Indemnified Parties in which event Seller shall be entitled required to recover pay or be liable for only all such aggregated indemnified Losses in excess from the first dollar. The aggregate amount of the Deductible; (ii) all Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims for which Sellers shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i9.02(a) any amounts in excess of three percent (6.0%and Section 6.02(a) of the Goodwill Purchase PriceAgreement shall not exceed $5,250,000 (the "Cap"). - 74 - (b) Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c9.04(a) shall not apply to Losses directly resulting based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 4.01, Section 4.02, Section 4.03, the first two sentences of Section 4.09(a), Section 4.20, Section 5.01, Section 5.03, the first sentence of Section 5.10(a), and Section 5.21. (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 9.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 9.03(a) and Section 6.03(a) of the Goodwill Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the failure to be true and correct first dollar. The aggregate amount of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) all Losses for which indemnity is asserted under Buyer and TMG shall be liable pursuant to Section 9.2(a)(ii9.03(a) or and Section 9.2(a)(iii6.03(a) of the Goodwill Purchase Agreement shall not exceed the Cap. (zd) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing foregoing, the limitations set forth in Section 9.04(c) shall not apply to Losses based upon, arising out of, with respect to or anything by reason of any inaccuracy in this Agreement to or breach of any representation or warranty in Section 6.01, Section 6.02, Section 6.03, the contraryfirst sentence of Section 6.08(a), in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase PriceSection 6.21 and Section 6.24. (e) For purposes of this Article ARTICLE IX, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any qualification as to “materiality” , Material Adverse Effect or “TMG Material Adverse Effect” , as applicable, or other similar qualification contained in or otherwise applicable to such representation or warranty (other than warranty. Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).9.05

Certain Limitations. (a) Notwithstanding any the other provisions of this Article IX Agreement to the contrary, after the Closing, (ineither Seller shall have any indemnification obligations for misrepresentation or breach of warranty under Section 9.1(a)(iii) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject suffered by Purchaser under Section 9.1(a)(iii) for which Purchaser would be entitled to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price indemnification exceeds $5,000,000 (the “DeductiblePurchaser Threshold”), whereupon, provided the other requirements of this Article IX have been complied with, Sellers shall indemnify and then the hold Purchaser Indemnified Parties shall be entitled to recover harmless for only such aggregated indemnified Losses in excess of the Deductible$1,000,000 as herein provided; except that: (i) Purchaser shall not have any right to indemnification with respect to any individual Loss arising from a misrepresentation or breach of warranty that is less than $35,000; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims such Loss shall be aggregated for purposes of this clause (ii)taken into account in determining whether, or to what extent to which, the Purchaser Threshold has been met or exceeded; and (iii) in no event the aggregate amount of Losses recoverable under Section 9.1(a)(iii) by Purchaser shall be limited to $26,000,000; provided, however, that the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the foregoing limitations set forth for indemnification contained in this Section 9.2(c) 9.6 shall not apply to Losses directly resulting which arise from the failure to be true a breach of representations and correct of any of warranties (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 Sections 3.2 (Corporate Authority; Binding Effect), 3.3 (Conveyed Companies; Capital Structure), and 3,16 (Taxes), or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything contained in this Agreement if such Losses have been finally adjudicated to have arisen directly from the pre-Closing willful misconduct or fraudulent acts of any Business Employee, Seller Corporation or Conveyed Company (it being understood that to the contraryextent any such Losses resulted from the continuing willful misconduct or fraudulent acts after the Closing, the Sellers’ indemnification obligation under this Section 9.6(a)(y) shall be limited to the Losses allocable to the pre-Closing period willful misconduct or fraudulent acts); and provided, further, that Sellers shall in no event shall have any obligation to Purchaser with respect to aggregate Losses recoverable by Purchaser as provided in the aggregate liability immediately preceding proviso under Section 9.1 (a) or Article VIII in excess of Seller under this Agreement exceed the Aggregate Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. Notwithstanding any provisions of The party making a claim under this Article IX VII is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article VII is referred to as the "Indemnifying Party." The indemnification provided for in Section 5.18(a), Section 7.02 and Section 7.03 shall be subject to the contrary, after the Closing, following limitations (ias applicable): (a) the Purchaser Indemnified Parties The Indemnifying Party shall not be entitled liable to assert a claim the Indemnified Party for indemnification under this Article IXSection 7.02(a) or Section 7.03(a), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXas the case may be, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 7.02(a) belowor Section 7.03(a) exceed, in exceeds the aggregate, one percent (1.0%amount set forth on Section 7.04(a)(i) of the Purchase Price Disclosure Letter (the “"Deductible”"), and then in which event the Purchaser Indemnified Parties Indemnifying Party shall only be entitled required to recover pay or be liable for only such aggregated indemnified Losses in excess of the Deductible; provided, that, the Deductible shall not apply to the following claims, and the following claims shall not count toward the Deductible: any claims by the Purchasers on behalf of its Affiliated Indemnified Parties to the extent based upon or arising or resulting from any breach of any of the Fundamental Representations. With respect to any claim to which the Indemnified Party may be entitled to indemnification under Section 7.02(a) or Section 7.03(a), as the case may be, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed the amount set forth on Section 7.04(a)(ii) of the Disclosure Letter (iithe "De Minimis Threshold") (which Losses of less than $50,000 below the De Minimis Threshold shall not be counted toward satisfaction of towards the Deductible, and no claims shall be aggregated for purposes ). For the avoidance of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingdoubt, the limitations set forth in this Section 9.2(c) De Minimis Threshold shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or Representations. (b) Other than with respect to Losses in connection with the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Fundamental Reps, the aggregate amount of all Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third an Indemnifying Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).liable

Certain Limitations. Notwithstanding any provisions No indemnification under Section 10.02(i) shall be available unless and until the aggregate Damages of this Article IX the Indemnified Persons under such section exceed the Indemnification Deductible, in which case, indemnification under such section shall, subject to the contraryother limitations set forth in this Agreement, after be available for all Damages in excess of the ClosingIndemnification Deductible; provided, however, that the Indemnification Deductible shall not apply to Damages arising from (i) claims based on fraud or knowing and intentional misrepresentation or (ii) breaches of a Fundamental Representation. Without limiting the Purchaser foregoing, the Indemnified Parties shall Persons will not be entitled to assert a claim for indemnification under this Article IXSection 10.02(i), and no Purchaser such claim by such Indemnified Party Persons will be so asserted, where the Damages relating to or resulting from such claim or other claims relating to or resulting from the same facts, events or circumstances are less than $25,000. No Indemnified Person shall be entitled to indemnification under this Article IXX for punitive damages (except to the extent awarded to a third party in any Third-Party Claim). Notwithstanding anything to the contrary contained in this Agreement, unless no Indemnified Person shall have any right to indemnification hereunder with respect to any Damage (i) to the extent such Damage was expressly and until specifically included as a liability or reserve on the aggregate amount Closing Statement or Closing Balance Sheet or was otherwise included in the calculation of the Merger Consideration and resulted in a dollar-for-dollar reduction in the Merger Consideration, provided, however, that for the avoidance of doubt, the foregoing shall not limit any claim for Damages to the extent the Indemnified Person is not fully compensated for all Losses indemnifiable hereunder (subject Damages directly or indirectly arising out of or resulting from the claim giving rise to clause such Damages by a dollar-for-dollar reduction in the Merger Consideration, (ii) belowattributable to taxable periods (or portions thereof) exceed, beginning after the Closing Date other than Damages relating to the breach of representations in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”Section 3.10(c), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (iiSection 3.10(e) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and or Section 3.10(n) or (iii) due to the unavailability in no event shall any taxable period (or portion thereof) beginning after the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct Closing Date of any of net operating loss, credits or other Tax attribute from a taxable period (xor portion thereof) the Fundamental Representations ending on or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement prior to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Closing Date.

Certain Limitations. Notwithstanding any provisions The aggregate obligation of this Article IX Saphire Advisors to the contrary, after the Closing, (i) indemnify the Purchaser Indemnified Parties pursuant to Section 11.2 shall be limited to the sum of: (x) $300,000; (y) all interest payable under the Note during the three-month period following the Closing Date; and (z) all principal payable under the Note for the first six months of amortized payments of principal and interest to commence on the seventh month following the Closing Date (such sum hereinafter referred to as the “Cap”); provided, however, that no claims shall be brought in respect of Losses incurred by the Purchaser Indemnified Parties arising from a single incident or occurrence in an amount less than $5,000; provided, further, that none of the limitations set forth in this Section 11.6 shall be applicable to a breach (or an alleged breach) (i) of any representation or warranty set forth in Sections 3.1, 3.2, 3.3, and 3.21, inclusive, or (ii) of any covenant set forth in this Agreement, in respect of any and all of which excluded representations, warranties, and covenants there shall not be entitled any cap as otherwise provided above and there shall not be any basket as otherwise provided below; provided, finally, that, the Cap shall be (Y) “dollar-for-dollar” on a cash basis for funds actually paid by Purchaser to assert a claim Sellers and (Z) “dollar-for-dollar” on an offset basis against the principal owing under the Note for funds accrued, but not paid during such three- or six-month period, as appropriate. Saphire Advisors shall not be required to provide indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, Section 11.2 unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) indemnification obligations of the Purchase Price Saphire Advisors exceeds $50,000 (the “DeductibleBasket”). Once the aggregate amount of the indemnification obligations exceeds the Basket, and then the Purchaser Indemnified Indemnifying Parties shall be entitled required to recover provide indemnification under this Article 11 for only such aggregated indemnified all Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase PriceBasket. Notwithstanding anything to the foregoing, the limitations contrary set forth in this Section 9.2(c11.6, (a) neither the Basket nor the Cap shall not apply to Losses directly resulting from the failure arising out of fraud of a party hereto or indemnification claims with respect to be true and correct of any of (x) the Fundamental Representations or the those representations and warranties contained set forth in Organization and Good Standing set forth in Section 4.25 or 3.1, Power, Ownership, Authority, and Validity set forth in Section 4.4 or (y) Losses for which indemnity is asserted under 3.2, Title of Transferred Assets in Section 9.2(a)(ii) or 3.10, Taxes set forth in Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under 3.13, and Brokers set forth in Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)3.21.

Certain Limitations. Notwithstanding (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 10.02(a)(i) (in the case of Seller, and other than with respect to an inaccuracy in or breach of any provisions Seller Specified Representation) or Section 10.02(b)(i) (in the case of this Article IX Purchaser, and other than with respect to the contrary, after the Closing, an inaccuracy in or breach of any Purchaser Specified Representation) (i) with respect to any claim or series of claims arising out of substantially similar facts and circumstances, unless such claim or series of claims involves Indemnifiable Losses in excess of $50,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under Section 10.02(a)(i) or such Section 10.02(b)(i), as the case may be, exceeds $9,400,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under Section 10.02(a)(i) (other than with respect to a breach of any Seller Specified Representation) or Section 10.02(b)(i) (other than with respect to a breach of any Purchaser Specified Representation), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article X. The maximum aggregate liability of Seller, on the one hand, and Purchaser on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(c10.02(a)(i), in the case of Seller (other than with respect to a breach of any Seller Specified Representation), or Section 10.02(b)(i), in the case of Purchaser (other than with respect to a breach of any Purchaser Specified Representation), shall be $141,000,000; provided, that the maximum aggregate liability of Seller to all Purchaser Indemnified Persons for any or all Indemnifiable Losses under this Agreement shall not exceed the Purchase Price. The limitations in this Section 10.03(a) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted claims made under Section 9.2(a)(ii10.02(a)(iii), Section 10.02(b)(iii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”10.02(b)(iv).

Certain Limitations. Notwithstanding any the other provisions of this Article IX VII, neither Seller Parent nor Purchaser, as applicable, shall have any indemnification obligations for (a) Losses under Section 7.1(a)(ii) or 7.2(a)(ii), to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until extent that the aggregate amount of all such Losses indemnifiable hereunder exceeds the Preliminary Purchase Price, (subject b) under Section 7.1(a) to clause (ii) below) exceedthe extent such Losses result from, arise out of or are the consequence of, in whole or part any intrusive investigation, including any drilling, sampling, testing or monitoring of any soil, surface water or groundwater by or on behalf of Purchaser or any of its Affiliates, in each case, except to the aggregateextent such action or intrusive investigation was expressly required by Environmental Laws or Environmental Permits or is undertaken in response to a substantial threat to human health or the environment; or (c) Losses under Section 7.1(a)(iii) or 7.2(a)(iii), one percent in respect of any individual item or group of items where the Loss relating thereto is less than $100,000 (1.0%) the “De Minimis Claim Threshold”), or in respect of each individual item or group of related items where the Purchase Price Loss relating thereto is equal to or greater than the De Minimis Claim Threshold, unless the aggregate amount of all such Losses exceeds $5,000,000 (the “Deductible”), and then in which event the Purchaser Indemnified Parties applicable Party shall be entitled required to recover for pay only the amounts of such aggregated indemnified Losses in excess from the first dollar of any such Losses but only up to a maximum amount of $100,000,000 (the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii“Maximum Indemnification Amount”); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingprovided, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or that, notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For same Loss be taken into account more than once for purposes of calculations in connection with, or application of, the De Minimis Claim Threshold, the Deductible or the Maximum Indemnification Amount. Notwithstanding anything to the contrary set forth in this Article IXAgreement, no effect will be given the limitations set forth in this Section 7.5 shall not apply to or count towards any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such indemnification obligation of (A) Seller Parent for Losses resulting from (1) any Excluded Asset, (2) any Retained Liability, (3) the Retained Businesses, (4) any breach of any representation or warranty (other than of Seller Parent set forth in Section 4.74.1, Section 4.84.2, Section 4.9 or 4.3, Section 4.11 4.15 (except with respect to the Maximum Indemnification Amount, which shall apply for any indemnification obligations of Seller Parent with respect to Section 4.15) and Section 4.19 (collectively, the words “Material ContractSeller Fundamental Representations”), or (5) Seller Parent’s fraud, and (B) Purchaser for Losses resulting from (1) any Purchased Asset, (2) any Assumed Liability, (3) the Business, (4) any breach of any representation or warranty of Purchaser set forth in Section 5.1, Section 5.2, Section 5.3, and Section 5.11 (collectively, the “Purchaser Fundamental Representations”, and together with the Seller Fundamental Representations, the “Fundamental Representations”), (5) any use by Purchaser or any of its Affiliates of the Hospira Marks pursuant to Section 6.18, (6) Purchaser’s or any of its Affiliates’ or Sublicensees’ (as defined in the Intellectual Property License Agreement) exercise of any license or other rights set forth in the Intellectual Property License Agreement, (7) the research, development, manufacture, use, sale, offer for sale, import or export of any Company Medical Device Products (as defined in the Intellectual Property License Agreement) or Company Solutions Products (as defined in the Intellectual Property License Agreement) by or on behalf of Purchaser or any of its Affiliates or Sublicenseesor or (8) Purchaser’s fraud.

Certain Limitations. Notwithstanding any provisions of this Article IX (107) The Seller shall not be obligated to the contrary, after the Closingindemnify and hold harmless its respective Indemnitees for Excluded Matters, (i) with respect to any claim (or series of related claims arising from the Purchaser Indemnified Parties same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $100,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees for Excluded Matters exceeds $10 million (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims for Excluded Matters that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article XIII; provided, that neither the Threshold Amount nor the Deductible shall apply to any claim pursuant to Section 9.2(c13.02(a) that relates to a breach of a representation or warranty that is a Seller Fundamental Representation. (108) The maximum liability of the Seller to the Buyer Indemnified Persons for any and all Indemnifiable Losses pursuant to this Agreement for claims pursuant to Section 13.02(a)(i), (ii) and (iii) shall be $420 million in the aggregate; provided, that the maximum aggregate liability of the Seller to the Buyer Indemnified Persons for any and all Indemnifiable Losses for Excluded Matters shall be $100 million in the aggregate; provided, further, that the maximum aggregate liability set forth in the immediately preceding clause shall not apply to Losses directly resulting from the failure any claim pursuant to be true and correct Section 13.02(a) that relates to a breach of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such a representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 that is a Seller Fundamental Representation. The maximum liability of the Buyer to the Seller Indemnified Persons for any and all Indemnifiable Losses for breaches of the words “Material Contract”)Buyer Fundamental Representations shall be $420 million.

Certain Limitations. Notwithstanding any the other provisions of this Article IX VII, neither Seller Parent nor Purchaser, as applicable, shall have any indemnification obligations for (a) Losses under Section 7.1(a)(ii) or 7.2(a)(ii), to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until extent that the aggregate amount of all such Losses indemnifiable hereunder exceeds the Final Purchase Price , (subject b) under Section 7.1(a) to clause (ii) below) exceedthe extent such Losses result from, arise out of or are the consequence of, in whole or part any intrusive investigation, including any drilling, sampling, testing or monitoring of any soil, surface water or groundwater by or on behalf of Purchaser or any of its Affiliates, in each case, except to the aggregateextent such action or intrusive investigation was expressly required by Environmental Laws or Environmental Permits or is undertaken in response to a substantial threat to human health or the environment; or (c) Losses under Section 7.1(a)(iii) or 7.2(a)(iii), one percent in respect of any individual item or group of items where the Loss relating thereto is less than $90,000 (1.0%) the “De Minimis Claim Threshold”), or in respect of each individual item or group of related items where the Purchase Price Loss relating thereto is equal to or greater than the De Minimis Claim Threshold, unless the aggregate amount of all such Losses exceeds $4,500,000 (the “Deductible”), and then in which event the Purchaser Indemnified Parties applicable Party shall be entitled required to recover for pay only the amounts of such aggregated indemnified Losses in excess from the first dollar of any such Losses but only up to a maximum amount of $90,000,000 (the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii“Maximum Indemnification Amount”); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingprovided, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or that, notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For same Loss be taken into account more than once for purposes of calculations in connection with, or application of, the De Minimis Claim Threshold, the Deductible or the Maximum Indemnification Amount. Notwithstanding anything to the contrary set forth in this Article IXAgreement, no effect will be given the limitations set forth in this Section 7.5 shall not apply to or count towards any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such indemnification obligation of (A) Seller Parent for Losses resulting from (1) any Excluded Asset, (2) any Retained Liability, (3) the Retained Businesses, (4) any breach of any representation or warranty (other than of Seller Parent set forth in Section 4.74.1, Section 4.84.2, Section 4.9 or 4.3, Section 4.11 4.15 (except with respect to the Maximum Indemnification Amount, which shall apply for any indemnification obligations of Seller Parent with respect to Section 4.15) and Section 4.19 (collectively, the words “Material ContractSeller Fundamental Representations”), or (5) Seller Parent’s fraud, and (B) Purchaser for Losses resulting from (1) any Purchased Asset, (2) any Assumed Liability, (3) the Business, (4) any breach of any representation or warranty of Purchaser set forth in Section 5.1, Section 5.2, Section 5.3, and Section 5.11 (collectively, the “Purchaser Fundamental Representations”, and together with the Seller Fundamental Representations, the “Fundamental Representations”), (5) any use by Purchaser or any of its Affiliates of the Hospira Marks pursuant to Section 6.18, (6) Purchaser’s or any of its Affiliates’ or Sublicensees’ (as defined in the Intellectual Property License Agreement) exercise of any license or other rights set forth in the Intellectual Property License Agreement, (7) the research, development, manufacture, use, sale, offer for sale, import or export of any Company Medical Device Products (as defined in the Intellectual Property License Agreement) or Company Solutions Products (as defined in the Intellectual Property License Agreement) by or on behalf of Purchaser or any of its Affiliates or Sublicensees or (8) Purchaser’s fraud.

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 9.3 and Section 9.4 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified The Seller Parties shall not be entitled liable to assert a claim the Purchaser Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 9.3(a) until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 9.3(a) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price exceeds $2,000,000 (the “DeductibleBasket”), at which time and then thereafter the Purchaser Indemnified Seller Parties shall be entitled liable to recover the Purchaser Indemnitees only for only such aggregated indemnified Losses in excess of the Deductible; (ii) Basket. The aggregate amount of all Losses of less than $50,000 shall not be counted toward satisfaction of for which the Deductible, and no claims Seller Parties shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i9.3(a) any amounts in excess of three percent or (6.0%g) of the Purchase Priceshall not exceed $50,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c9.5(a) shall not apply to Losses directly resulting arising out of, with respect to or by reason of any (i) Wrongful Act by or on behalf of the Company or any Seller Party or (ii) inaccuracy in or breach of any Seller Fundamental Representation. (b) Except with respect to any Losses in respect of indemnification under Section 9.3(e), the aggregate Liability of the Seller Parties under this Article IX shall not exceed the aggregate Purchase Price paid or payable to the Seller Parties hereunder; provided that if both (i) any Losses are payable by the Seller Parties pursuant to this Article IX, and (ii) the amount of Losses previously recovered by the Purchaser Indemnitees from the failure Seller Parties pursuant to this Article IX plus the Losses then payable by the Seller Parties would exceed the Purchase Price paid to the Seller Parties as of the applicable time, then the portion of such Losses that are payable by the Seller Parties that exceed the Purchase Price paid to the Seller Parties shall be true recovered in accordance with Section 9.9 if an Earn-Out Payment is due and correct payable as of any the applicable time. Notwithstanding the forgoing sentence or anything to the contrary contained herein, the aggregate Liability of the Specified Trust shall not exceed the Specified Trust’s Pro Rata Share of the Purchase Price paid or payable to the Specified Trust. (xc) The Purchaser shall not be liable to the Fundamental Representations or Stockholder Indemnitees for indemnification under Section 9.4(a) until the representations aggregate amount of all Losses in respect of indemnification under Section 9.4(a) exceeds the Basket, at which time and warranties contained thereafter the Purchaser shall be liable to the Stockholder Indemnitees only for Losses in Section 4.25 or Section 4.4 or (y) excess of the Basket. The aggregate amount of all Losses for which indemnity is asserted under the Purchaser shall be liable to the Stockholder Indemnitees pursuant to Section 9.2(a)(ii9.4(a) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)shall not exceed $50,000,000. Notwithstanding the foregoing or anything foregoing, the limitations set forth in this Agreement Section 9.5(c) shall not apply to Losses arising out of, with respect to or by reason of any (i) Wrongful Act by or on behalf of the contraryPurchaser or (ii) inaccuracy in or breach of any Purchaser Fundamental Representation. For the avoidance of doubt, nothing in no event this Section 9.5(c) shall be interpreted to limit the aggregate liability of Seller under this Agreement exceed the Purchase PricePurchaser’s obligations pursuant to Section 2.2. (d) For purposes of this Article IX, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any qualification as to “materiality” or “, Material Adverse Effect” Effect or other similar qualification contained in or otherwise applicable to such representation or warranty for calculating the amount of any Loss with respect thereto. However, materiality, Material Adverse Effect and other similar qualifications shall be taken into account in determining whether an inaccuracy or breach of a representation or warranty exists. (other than e) In no event shall any Indemnified Party be entitled to double recovery for Losses with respect to any particular incident, fact or event which resulted in Losses that are recoverable under Section 4.7, Section 4.8, Section 4.9 9.3 or Section 4.11 and the words “Material Contract”).9.4 regardless of whether there were breaches of more than one representation,

Certain Limitations. Notwithstanding any provisions The issuance and sale of this Article IX the Shares issuable pursuant to the contrary, after applicable VWAP Purchase Notice (a) shall not exceed the Closingapplicable VWAP Purchase Maximum Amount, (ib) the Purchaser Indemnified Parties shall not cause the Aggregate Limit or the Beneficial Ownership Limitation to be entitled exceeded, and (c) when such Shares are aggregated with (1) all Initial Commitment Shares, (2) all Initial Purchase Shares, (3) all Additional Commitment Shares issued or issuable by the Company to assert a claim for indemnification the Investor under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder Agreement (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (iic) of this Section 7.3(viii); , if the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase occurs prior to the Additional Commitment Share Trigger Date, the Company shall assume the maximum of 200,000 Additional Commitment Shares are then issuable to the Investor under this Agreement and shall aggregate all such 200,000 Additional Commitment Shares with all other Securities that have been issued by the Company pursuant to this Agreement prior to such VWAP Purchase Condition Satisfaction Time for such applicable VWAP Purchase), and (iii4) in no event shall all Shares that have been issued or are issuable by the Purchaser Indemnified Parties be entitled to recover Company pursuant to all VWAP Purchase Notices delivered prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase, shall not cause the Exchange Cap (to the extent applicable under Section 9.2(a)(i3.3) any amounts to be exceeded, unless in the case of this clause (c) of this Section 7.3(viii), the Company’s stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of three percent (6.0%) the Exchange Cap in accordance with the applicable rules of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Trading Market.

Certain Limitations. (a) Notwithstanding any the other provisions of this Article IX to the contraryARTICLE VIII, after the Closingneither Seller nor Purchaser shall have any indemnification obligations for Losses under Section 8.01(a)(iv) or Section 8.02(a)(iv), respectively, (ia) for any individual item or series of related items where the Purchaser Indemnified Parties shall not be entitled aggregate Loss relating to assert a claim for indemnification under this Article IX, such item or series of related items is less than [*****] (the “De Minimis Amount”) and no Purchaser Indemnified Party shall be entitled (b) in respect of each individual item or series of related items where the Loss relating thereto is equal to indemnification under this Article IXor greater than the De Minimis Amount, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceedexceeds [*****], in which event Seller or Purchaser, as applicable, shall be required to pay the aggregatefull amount of such Losses that exceeds [*****], but only up to a maximum amount, on a cumulative basis in [*****] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. respect of all such Claims, equal to [*****]. The aggregate Liability of Seller, on the one percent (1.0%) of the Purchase Price (the “Deductible”)hand, and then Purchaser, on the Purchaser Indemnified Parties shall be entitled other hand, for any Losses with respect to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations matters set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations ARTICLE VIII or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted Claims under Section 9.2(a)(ii8.01(a)(i) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv8.02(a)(i). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event respectively, shall the aggregate liability of Seller under this Agreement not exceed the Purchase Price. For purposes of this Article IX, no effect will Seller shall only be given required to indemnify a Purchaser Indemnitee for any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)particular claim one time.

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 8.2 and Section 8.3 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties NII Telecom shall not be entitled liable to assert a claim the Investor Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 8.2(a) or Section 8.2(b) until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification under Section 8.2(a) and Section 8.2(b) exceeds 1.0% (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%“Basket”) of the Purchase Price aggregate amount of capital contributed to the Company by Investor pursuant to Sections 2.1 to 2.7 (each inclusive) at the time for payment of such amount, in which event NII Telecom shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which NII Telecom shall be liable pursuant to Section 8.2 (such aggregate amount of Losses, the “Aggregate NII Indemnification”) shall not exceed 10% of the aggregate amount of capital contributed to the Company by Investor pursuant to Sections 2.1 to 2.7 (each inclusive) at the time for payment of such amount (the “DeductibleCap”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; . (iib) Losses of less than $50,000 Investor shall not be counted toward satisfaction liable to the Company Indemnitees for indemnification under Section 8.3(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.3(a) exceeds the DeductibleBasket, and no claims in which event Buyer shall be aggregated required to pay or be liable for purposes all such Losses from the first dollar. The aggregate amount of this clause (ii); and (iii) in no event all Losses for which Investor shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i8.3(a) any amounts in excess of three percent shall not exceed the Cap. (6.0%c) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c8.4(a) and Section 8.4(b) shall not apply to claims in respect of Leakage or any Losses directly resulting from the failure based upon, arising out of, with respect to be true and correct or by reason of any inaccuracy in or breach of (x) the Fundamental Representations any representation or the representations and warranties contained warranty in Section 4.25 or 4.1 (Organization of the Company), Section 4.4 (Organization of the Entities), Section 4.5 (Capitalization of the Entities), Section 4.21 (Broker’s or Finder’s Fee), Section 5.1 (yOrganization) Losses for which indemnity is asserted under and Section 9.2(a)(ii) 5.5 (Broker’s or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(ivFinder’s Fee). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. 69 (d) For purposes of this Article IXcalculating any Losses, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any materiality or other similar qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).warranty. 8.5

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations contrary set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contraryAgreement, in no event shall the Indemnified Parties receive any recovery pursuant to this Article VII in respect of claims for indemnification made pursuant to Section 7.2(a) (A) unless and until, and only to the extent that, the aggregate amount of Losses which would otherwise be recoverable pursuant to Section 7.2(a) exceeds $200,000 (the “Basket Amount”) or (B) for an amount in excess of the Escrow Amount; provided, that the maximum aggregate liability of Seller the Stockholders to the Indemnified Parties relating to any breach or inaccuracy of any of the Fundamental Representations shall be the Merger Consideration received. Notwithstanding anything to the contrary contained herein, (1) no Losses may be claimed under this Agreement Section 7.2 to the extent such Losses (a) arise out of or relate to the disclosed items set forth in Section 2.9 of the Disclosure Schedule only to the extent that such required payments do not exceed the Purchase Priceamount set forth in Section 2.9 of the Disclosure Schedule or (b) are taken into account in the final determination of the Merger Consideration pursuant to Section 1.13, and (2) no Stockholder shall be obligated to indemnify the Indemnified Parties for any amounts in excess of such Stockholder’s Pro Rata Portion of the Merger Consideration. For purposes No Stockholder shall have any right of contribution, indemnification or right of advancement from the Surviving Corporation or Parent with respect to any Loss claimed by an Indemnified Party. Notwithstanding anything to the contrary contained herein, the limitations of this Article IX, no effect will be given VII shall not apply to any qualification as to “materiality” or “Material Adverse Effect” contained claims sounding in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)fraud.

Certain Limitations. Notwithstanding any provisions of this Article IX (a) No Party shall be obligated to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IXindemnify and hold harmless its respective Indemnitees, and no Purchaser Indemnified Party shall be entitled to indemnification have any liability, under this Article IX, Section 9.2(a) (in the case of the Restricted Parties) or Section 9.3(a) (in the case of Buyer) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder of the Indemnitees under Section 9.2(a) (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) case of the Purchase Price Restricted Parties) or Section 9.3(a) (in the case of Buyer) exceeds one hundred ninety-five thousand dollars ($195,000) (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under Section 9.2(a) (in the case of the Restricted Parties) or Section 9.3(a) (in the case of Buyer) that is in excess of the Deductible, subject to the other applicable limitations (if any) set forth in this ARTICLE IX; provided, however, that the preceding limitations shall not apply to any indemnification claim (i) based on Fraud by any Party or any of its Affiliates, (ii) Losses in respect of less than $50,000 shall not be counted toward satisfaction any Seller Fundamental Representation or Tax Representation (in the case of the Deductible, and no claims shall be aggregated for purposes of this clause (iian indemnification claim under Section 9.2(a); and ) or (iii) in no event shall respect of any Buyer Fundamental Representation (in the Purchaser Indemnified Parties be entitled to recover pursuant to case of an indemnification claim under Section 9.2(a)(i) any amounts in excess of three percent (6.0%) 9.3(a)). The maximum aggregate liability of the Purchase Price. Notwithstanding Restricted Parties, on the foregoingone hand, and Buyer, on the limitations set forth other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(a), (in this the case of the Restricted Parties) or Section 9.2(c9.3(a) (in the case of Buyer) shall not apply exceed ten percent (10)% of the amount equal to Losses directly resulting from the failure to be true and correct of any sum of (x) the Fundamental Representations or actual cash amount of the representations Purchase Price received by Seller under this Agreement and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under any amounts set off against the Deferred Payment, if any, pursuant to Section 9.2(a)(ii) 9.8 (the “Indemnification Cap”); provided, however, that the Indemnification Cap shall not apply to any Seller Fundamental Representations, the Tax Representations, or Section 9.2(a)(iii) (z) Third Buyer Fundamental Representations; provided, further, that the preceding limitations shall not apply to any indemnification claim based on Fraud by any Party Claims for which indemnity is asserted under Section 9.2(a)(iv)or any of its Affiliates. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, in no event shall the maximum aggregate liability of the Restricted Parties pursuant to Section 9.2(a) and Buyer pursuant to Section 9.3(a) shall not exceed (1) the actual cash amount of the Purchase Price received by Seller under this Agreement exceed plus (2) any amounts set off against the Purchase Price. For purposes of this Article IXDeferred Payment, no effect will be given if any, pursuant to Section 9.8; provided, however, that the preceding limitations shall not apply to any qualification as to “materiality” indemnification claim based on Fraud by any Party or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)any of its Affiliates.

Certain Limitations. Notwithstanding any provisions of this Article IX to the contrary, after the Closing, (i) the Purchaser Except as otherwise provided herein, an Indemnified Parties shall Party may not be entitled to assert a make any claim for indemnification under for Losses in excess of the Cap resulting from the breach or violation of, or inaccuracy in, any representation or warranty contained in this Article IXAgreement (or contained, and no Purchaser incorporated or referred to in any certificate delivered in connection therewith), and, further, an Indemnified Party shall be entitled to may not make any claim for indemnification under this Article IXfor any breach or violation of, or inaccuracy in, any representation or warranty unless and until the aggregate amount of all Losses indemnifiable hereunder paid, incurred, sustained and/or accrued (subject to clause or anticipated or be paid, incurred, sustained and/or accrued) exceed two hundred fifty thousand dollars (ii$250,000) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “DeductibleThreshold Amount”)) (at which time claims may be made and indemnifiable Losses shall be determined without regard to, and then without deducting or subtracting, the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for Threshold Amount). For purposes of this clause (ii); Article 7, all materiality and (iii) Business Material Adverse Effect qualifications in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Article 2 or contained, incorporated or referred to in the certificate related thereto delivered pursuant to Section 4.25 6.3(c) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any representation or warranty contained in Article 2 (or contained, incorporated or referred to in the certificate delivered pursuant to Section 4.4 6.3(c)) has occurred. Neither the Cap nor the Threshold Amount shall apply to claims for indemnification (A) by an Indemnified Party for Losses resulting from fraud or willful breach by the Indemnifying Party or any Person who is or was a director, officer, Affiliate or stockholder of the Indemnifying Party in connection with this Agreement or any of the Ancillary Agreements or any certificate, agreement or instrument delivered in connection herewith or therewith, (yB) by Purchaser for Losses resulting from any of the Excluded Assets or Retained Liabilities (in the case of indemnification claims by Purchaser related thereto), (C) by Seller for Losses resulting from any of the Assumed Liabilities (in the case of indemnification claims by Seller related thereto), (D) by Purchaser for any Losses for which indemnity Purchaser or any other Purchaser Indemnitee is asserted under Section 9.2(a)(iientitled to indemnification pursuant to Sections 1.8, 5.5, 5.6 or 5.7, (D) by Purchaser for Losses resulting from any Excepted Matter or Section 9.2(a)(iii(F) (z) Third by Purchaser for Losses resulting from any of the matters referred to in Schedule 7.2(b)(iv), any and all of which shall be recoverable by the applicable Indemnified Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement without respect to the contrary, in no event shall Cap or the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty Threshold Amount (other than Section 4.7Item 5 under Part II of Schedule 7.2(b)(iv), Section 4.8, Section 4.9 or Section 4.11 and which shall be subject to the words “Material Contract”Cap but not the Threshold).

Certain Limitations. Notwithstanding any provisions of this Article IX (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under the contrary, after the Closing, R&W Indemnifications (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such R&W Indemnifications, as the case may be, exceeds $2,000,000 (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under the applicable R&W Indemnifications, for amounts in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(cArticle IX. No party shall be obligated to indemnify and hold harmless its respective Indemnitees under the R&W Indemnities, as the case may be, for any individual Indemnifiable Loss, series of related Indemnifiable Losses, which does not exceed $50,000 (which Indemnifiable Loss(es) shall not apply be counted toward the Deductible). Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Seller for any and all Indemnifiable Losses under Section 9.2(b)(i) shall be the Escrow Amount. Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Buyer for any and all Indemnifiable Losses under Section 9.2(c)(i), shall be $20,000,000. (b) Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses directly resulting from under Section 9.2(b)(ii), in the failure case of Seller, or Section 9.2(c)(ii), in the case of Buyer, shall be an amount equal to be true and correct one hundred percent (100%) the Purchase Price. (c) Except in the case of fraud, intentional misrepresentation, or intentional concealment, the maximum aggregate liability of any Minority Shareholder to its Indemnitees for any and all Indemnifiable Losses under Section 9.2(a)(i) shall be one hundred percent (100%) of such Minority Shareholder's Pro Rata Percentage of the Purchase Price. (d) The representations, warranties and covenants of the Seller Parties, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (x) and the Fundamental Representations or Buyer Indemnified Persons shall be deemed to have relied upon the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iiiof the Seller Parties set forth herein notwithstanding) (zi) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding any investigation made by or on behalf of any of the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability Buyer Indemnified Persons (including any of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).- 74 -

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties Seller Parent shall not be entitled liable to assert the Buyer Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification under this Article IXbased upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 4.01, Section 4.02, Section 4.08, Section 4.09, Section 4.17, Section 4.18, Section 4.20 and no Purchaser Indemnified Party shall be entitled Section 4.23 or (ii) any breach of any Seller’s representation or warranty made with the intent to indemnification under this Article IXmislead or defraud any Buyer (items (i) and (ii) are collectively referred to herein as the “Buyer Basket Exclusions”), unless and until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification under Section 8.02(a) (subject other than those based upon, arising out of, with respect to clause (iior by reason of the Buyer Basket Exclusions) below) exceedexceeds [*], in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties which event Seller Parent shall only be entitled required to recover pay or be liable for only such aggregated indemnified Losses in excess of such amount. (b) Buyer Parent shall not be liable to the Deductible; Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of (i) any inaccuracy in or breach of any representation or warranty in Section 5.01 and Section 5.02 or (ii) any breach of any Buyer’s representation or warranty made with the intent to mislead or defraud any Seller (items (i) and (ii) are collectively referred to herein as the “Seller Basket Exclusions”) until the aggregate amount of all Losses in respect of less indemnification under Section 8.03(a) (other than $50,000 those based upon, arising out of, with respect to or by reason of the Seller Basket Exclusions) exceeds [*], in which event Buyer Parent shall be only required to pay or be liable for such Losses in excess of such amount. (c) With respect to any claims which the Buyer Indemnitees may be entitled to indemnification under Section 8.02(a), Seller Parent shall not be liable for any individual or series of related Losses which do not exceed [*] (which Losses shall not be counted toward satisfaction of towards the Deductible, and no other limit in this Section 8.04(a)). (d) With respect to any claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall as to which the Purchaser Indemnified Parties Seller Indemnitees may be entitled to recover indemnification under Section 8.03(a), Buyer Parent shall not be liable for any individual or series of related Losses which do not exceed [*] (which Losses shall not be counted towards the other limit in this Section 8.04(b)). (e) The aggregate amount of all Losses for which Seller Parent shall be liable pursuant to Section 9.2(a)(i8.02(a) any amounts in excess of three percent (6.0%) of other than the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(cBuyer Basket Exclusions) shall not apply to Losses directly resulting from the failure to be true and correct exceed [*]. (f) The aggregate amount of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) all Losses for which indemnity is asserted under Buyer Parent shall be liable pursuant to Section 9.2(a)(ii8.03(a) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than the Seller Basket Exclusions) shall not exceed [*]. (g) The amount of any and all Losses under this Article VIII will be determined net of any amounts recovered by an Indemnified Party or its Affiliates under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnified Party or Affiliate is a party or has rights. Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).8.05

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Sections 7.2(a)(i) (in the case of this Article IX to Seller), Section 7.2(b)(i) (in the contrary, after case of Buyer Parent) or Section 7.2(c)(i) (in the Closing, case of Reinsurer Parent) (i) with respect to any claim (or series of related claims arising from the Purchaser Indemnified Parties same underlying facts, events or circumstances), unless such claim (or series of related claims arising from the same underlying facts, events or circumstances) involves Indemnifiable Losses in excess of $100,000 (the “Threshold Amount”), (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IXclause (ii) below), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such Section 7.2(a)(i) or such Sections 7.2(b)(i) and 7.2(c)(i) (which Indemnifiable Losses under Section 7.2(b)(i) and 7.2(c)(i) shall be aggregated for purposes of determining whether the Deductible and the Cap, each as defined below, have been exceeded), as the case may be, exceeds $10,000,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under Section 7.2(a)(i) or Sections 7.2(b)(i) and 7.2(c)(i), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article VII and (iii) the maximum aggregate liability of Seller, on the one hand, and Buyer Parent and Reinsurer Parent, collectively, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(c7.2(a)(i), in the case of Seller, or Sections 7.2(b)(i) and 7.2(c)(i), in the case of Buyer Parent and Reinsurer Parent shall be $125,000,000 (the “Cap”); provided, however, that (A) none of the Threshold Amount, the Deductible or the Cap shall apply with respect to Indemnifiable Losses arising out of or resulting from any breach or failure to be true of any Seller Specified Representation, any Buyer Parent Specified Representation or any Reinsurer Parent Specified Representation and such Indemnifiable Losses shall not be taken into account in determining whether the Threshold Amount, the Deductible or the Cap have been exceeded, (B) the Threshold Amount and the Deductible shall not apply to Indemnifiable Losses directly arising out of or resulting from the any breach or failure to be true and correct of any of (x) the Fundamental Representations or the representations representation and warranties contained set forth in Section 4.25 or Section 4.4 or 3.22 (y) Losses for which indemnity is asserted under Section 9.2(a)(iiSufficiency of Assets) or Section 9.2(a)(iii3.30 (Tax Treatment of Insurance Contracts) and such Indemnifiable Losses shall not be taken into account in determining whether the Threshold Amount or the Deductible have been exceeded and (zC) Third Party Claims except for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding Excluded Liabilities, the foregoing or anything in this Agreement to the contrary, in no event shall the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any or all Indemnifiable Losses under Section 7.2(a)(i) and 7.2(a)(ii) shall not exceed $500,000,000. In the event Seller is required to make a payment in respect of Indemnifiable Losses resulting from or arising out of breaches or failures to be true of any representations or warranties set forth in Section 3.30 (Tax Treatment of Insurance Contracts), the Cap shall be increased by the amount of such Indemnifiable Losses, up to a maximum of $20,000,000; provided that the maximum aggregate Liability of Seller with respect to Liabilities other than those resulting from or arising out of any breach of Section 3.30 (Tax Treatment of Insurance Contracts) shall continue to be as described above (and not increased by this Agreement exceed the Purchase Price. For purposes of sentence), and all other applicable limitations set forth in this Article IX, no effect will VII shall apply with respect to Indemnifiable Losses resulting from or arising out of a breach or failure to be given to true of any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty set forth in Section 3.30 (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”Tax Treatment of Insurance Contracts).

Certain Limitations. Notwithstanding any provisions of The party making a claim under this Article IX 8 is referred to as the “Indemnified Party” and the party against whom such claims are asserted under this Article 41 8 is referred to as the “Indemnifying Party.” The indemnification provided for in Section 8.2 will be subject to the contraryfollowing limitations: (a) Subject to Section 8.3(d), after the Closing, (i) the Purchaser an Indemnifying Party shall be not liable to an Indemnified Parties shall not be entitled to assert a claim Party for indemnification under this Article IXSection 8.2(a), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXas the case may be, unless and until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification regarding which an Indemnified Party is claiming under Section 8.2(a) exceeds Twenty Thousand Dollars (subject to clause (ii$20,000.00) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then in which event, the Purchaser Indemnifying Party shall indemnify the Indemnified Parties shall be entitled to recover Party for only all Losses incurred by such aggregated indemnified Losses Indemnified Party that are in excess of the Deductible; . (b) Subject to Section 8.3(d), the aggregate amount of all Losses for which an Indemnifying Party will ever be liable or alleged to be liable under Section 8.2(a) will not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Cap”). (c) Subject to Section 8.3(d), in the event that the Indemnified Party shall require indemnification for any and all matters arising out of, relating to or connected with this Agreement and the transactions contemplated hereby, the Indemnified Party shall have the following recourse: (i) first, the Indemnified Party will pursue its right of offset set forth in Section 8.7, and (ii) Losses of less than $50,000 shall second, if the Indemnified Party is not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover made whole pursuant to Section 9.2(a)(i8.3(c)(i), Indemnifying Party shall indemnify the Indemnified Party for all Losses incurred by such Indemnified Party, provided such amount will not exceed all amounts Buyer paid to Seller pursuant to this Agreement after Closing. (d) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the The limitations set forth in this Section 9.2(c8.3(a) and Section 8.3(c) shall not apply to Losses directly resulting from the failure to be true and correct claims for any misrepresentation of, inaccuracy in, or breach of Section 6.7, Section 6.8, Section 6.9, Section 6.10, Section 6.12, or any of (x) the Fundamental Representations of Seller contained in this Agreement, or for any misrepresentation of, inaccuracy in, or breach of the representations and warranties contained of the Company set forth in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in 3.11 of this Agreement to or for any misrepresentation of, inaccuracy in, or breach of the contrary, representations and warranties of the Seller set forth in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes 4.10 of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained Agreement. The limitations set forth in or otherwise applicable to such representation or warranty (other than Section 4.78.3(a), Section 4.88.3(b) and Section 8.3(c) shall not apply to with respect to claims for fraud, Section 4.9 intentional misrepresentation, or Section 4.11 and the words “Material Contract”).other intentional misconduct. 8.4

Certain Limitations. Notwithstanding any provisions (a) Except as provided below, no party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 7.2(a)(i) or Section 7.2(a)(iii) (in the case of this Article IX to Seller) or Section 7.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $100,000 (the Purchaser Indemnified Parties “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IXclause (ii) below), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder of the Indemnitees under such Section 7.2(a)(i) and Section 7.2(a)(iii), or under such Section 7.2(b)(i), as the case may be, exceeds 2.0% of the Purchase Price for all Indemnifiable Losses (the “Indemnification Basket”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under Section 7.2(a)(i) and Section 7.2(a)(iii), or under such Section 7.2(b)(i), as the case may be, that is in excess of the Indemnification Basket, but subject to the limitations set forth in this Article VII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses arising under Sections 7.2(a)(i) or Section 7.2(a)(iii) (which shall also be subject to the limitations set forth in clause (iiz) below) exceedof the next sentence), in the aggregatecase of Seller, one percent (1.0%) or Section 7.2(b)(i), in the case of Buyer, shall be 20% of the Purchase Price (the “DeductibleCap”). Notwithstanding the foregoing, and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iiiw) in no event shall the Purchaser limitations set forth in the foregoing provisions of this Section 7.3(a) apply with respect to claims for breaches of the Fundamental Representations, (x) for the avoidance of doubt, in no event shall 57 the limitations set forth in the foregoing provisions of this Section 7.3(a) apply with respect to Sections 7.2(a)(ii) or Section 7.2(a)(iv) or Section 7.2(b)(ii) or Section 7.2(b)(iii); (y) the maximum aggregate liability of Buyer for any and all Indemnifiable Losses arising under Section 7.2(b)(iii) shall not exceed $1,000,000; and (z) the maximum aggregate liability of Seller to the Buyer Indemnified Parties Persons for any and all Indemnifiable Losses arising out of the Company’s proposal, establishment, implementation, change or administration of Non-Guaranteed Elements (including any Indemnifiable Losses related to any Actions or regulatory proceedings with respect thereto and all Indemnifiable Losses arising under Section 7.2(a)(iii), but excluding any Indemnifiable Losses arising under Section 7.2(a)(ii) (solely with respect to breaches of Section 5.1)) shall be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) 10% of the Purchase Price. Notwithstanding anything to the foregoingcontrary in this Agreement, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the maximum aggregate liability of Seller to all Buyer Indemnified Persons for all Indemnifiable Losses under this Agreement (other than those arising under Section 7.2(a)(ii) (solely with respect to breaches of Section 5.1), Section 7.2(a)(iv) or Section 8.1(a)(ii), or from claims for fraud with a specific intent to deceive) shall not exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 8.2(a)(i) (in the case of this Article IX to Seller) or Section 8.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the Purchaser Indemnified Parties “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such Section 8.2(a)(i) or such Section 8.2(b)(i), as the case may be, exceeds $200,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only the value of the Indemnitee’s claims under Section 8.2(a)(i) or such aggregated indemnified Losses Section 8.2(b)(i), as the case may be, that is in excess of the Deductible, subject to the limitations set forth in this Article VIII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 8.2(a)(i), in the case of Seller, or Section 8.2(b)(i), in the case of Buyer, shall be $1,200,000; provided, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses under this Agreement (iiother than under Sections 8.2(a)(iii) Losses of less than $50,000 and (iv)) shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Priceexceed $2,500,000. Notwithstanding the foregoing, the limitations set forth in the previous sentences of this Section 9.2(c8.3(a) (other than the limitation in the immediately preceding proviso) shall not apply be applicable to any Indemnifiable Losses directly resulting from asserted in respect of the failure to be true and correct of any of (x) the Seller Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Buyer Fundamental Representations.

Certain Limitations. Notwithstanding (a) Except for claims arising from Intentional Fraud, criminal activity or willful breaches of covenants, any provisions Damages for which the Seller shall be liable pursuant to Section 7.2(a)(i) shall be satisfied solely by recovery by Buyer under the Indemnification Insurance Policy and Buyer will have no recourse against the Seller with respect to any such Damages, whether or not the entirety of this Article IX to any such Damages is covered by the contraryIndemnification Insurance Policy or whether or not the Indemnification Insurance Policy has expired, after the Closing, been terminated or lapsed; provided that (i) the Purchaser Seller shall be directly liable to the Buyer Indemnified Parties Persons for such Damages pursuant to Section 7.2(a)(i) in excess of the Indemnification Deductible up to an amount not to exceed $250,000 (the “Cap”), and (ii) the Seller shall not be entitled to assert a claim have no liability for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, Section 7.2(a)(i) unless and until the aggregate amount of all Losses indemnifiable hereunder such Damages exceeds $250,000 (subject to clause (ii) below) exceed, the “Indemnification Deductible”); and provided further that in the aggregatecase of any inaccuracy in or breach of any Company Fundamental Representation, one percent the Seller shall be directly liable to the Buyer Indemnified Persons to the extent such Damages are not covered by the Indemnification Insurance Policy for any reason other than the lack of good faith efforts by the Buyer Indemnified Persons to seek recovery thereunder and comply with the terms and conditions thereof (1.0%) of including the deductible provided for therein, the coverage limit being exceeded or coverage being denied), up to an amount equal to the Purchase Price (actually received by the “Deductible”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover Seller pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Agreement.

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 6.02 shall be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties Seller shall not be entitled liable to assert a claim the Buyer Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 6.02(a) until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 6.02(a) below) exceed, in the aggregate, one percent (1.0%and Section 9.02(a) of the Equity Purchase Price Agreement exceeds $550,000 (the “Deductible”"Basket"), and then the Purchaser Indemnified Parties in which event Seller shall be entitled required to recover pay or be liable for only all such aggregated indemnified Losses in excess from the first dollar. The aggregate amount of the Deductible; (ii) all Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims for which Seller shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover liable pursuant to Section 9.2(a)(i6.02(a) any amounts in excess of three percent (6.0%and Section 9.02(a) of the Equity Purchase PriceAgreement shall not exceed $5,250,000 (the "Cap"). - 35 - (b) Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c6.04(a) shall not apply to Losses directly resulting based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04 and the first sentence of Section 3.05(a). (c) Buyer and TMG shall not be liable to the Seller Indemnitees for indemnification under Section 6.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 6.03(a) and Section 9.03(a) of the Equity Purchase Agreement exceeds the Basket, in which event Buyer and TMG shall be required to pay or be liable for all such Losses from the failure to be true and correct first dollar. The aggregate amount of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) all Losses for which indemnity is asserted under Buyer and TMG shall be liable pursuant to Section 9.2(a)(ii6.03(a) or and Section 9.2(a)(iii9.03(a) of the Equity Purchase Agreement shall not exceed the Cap. (zd) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing foregoing, the limitations set forth in Section 6.04(c) shall not apply to Losses based upon, arising out of, with respect to or anything by reason of any inaccuracy in this Agreement to the contraryor breach of any representation or warranty in Section 4.01, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase PriceSection 4.02, Section 4.21 and Section 4.24. (e) For purposes of this Article IXARTICLE VI, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any materiality or other similar qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than warranty. Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).6.05

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the contrary, after the Closing, (i) the Purchaser Indemnified Parties following limitations: Seller shall not be entitled liable to assert a claim the Buyer Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 8.02(a) until the aggregate amount of all Losses indemnifiable hereunder (subject to clause (iiin respect of indemnification under Section 8.02(a) below) exceed, in the aggregate, one percent (1.0%) of the exceeds 0.5% attic Purchase Price (including amounts allocated to or payable under the Real Property Purchase Agreement for the Owned Real Property) (the “DeductibleBasket”), and then the Purchaser Indemnified Parties in which event Seller shall be entitled required to recover pay or be liable for only all such aggregated indemnified Losses in excess of from the Deductible; (ii) Losses of less than $50,000 first dollar. Buyer shall not be counted toward satisfaction liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the DeductibleBasket, and no claims in which event Buyer shall be aggregated required to pay or be liable for purposes of this clause (ii); and (iii) in no event shall all such Losses from the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Pricefirst dollar. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c8.04(a) and Section 8.04(b) shall not apply to Losses directly resulting from the failure based upon, arising out of, with respect to be true and correct or by reason of any inaccuracy in or breach of (x) the Fundamental Representations any representation or the representations and warranties contained warranty in Section 4.25 or 4.01, Section 4.4 or (y) Losses for which indemnity is asserted under 4.02, Section 9.2(a)(ii) or 4.11, Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under 4.12, Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary4.13, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase PriceSection 4.23, Section 4.25, Section 4.26, Section 4.27, Section 4.28, Section 4.29, Section 4.30, Section 4.31, Section 4.32, Section 4.33, Section 4.34, Section 4.35, Section 5.01, Section 5.02 and Section 5.04. For purposes of this Article IXVIII, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any qualification as to “materiality” or “, Material Adverse Effect” Effect or other similar qualification contained in or otherwise applicable to such representation or warranty and shall be disregarded in determining the amount of Losses of which a Person is entitled to indemnification under this Article VIII. For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Section 8.04, any Loss relating to any of the following shall be paid by the Seller, and shall not be subject to the Basket: Any amounts owed, or which become due and owing, with respect to claims made by the State of South Carolina or any of its taxing authorities (other than Section 4.7including interest, Section 4.8penalties, Section 4.9 or Section 4.11 and expenses with respect thereto) for sales/use tax returns to be filed by the Seller relating to the last six (6) calendar years and the words stub period prior to the Closing (each a “Material ContractSouth Carolina Tax Claim”). Any amounts owed, or which become due and owing, with respect to claims made by the State of Nevada or any of its taxing authorities (including interest, penalties, and expenses with respect thereto) for sales/use tax returns to be amended and filed by the Seller relating to the last three (3) calendar years and the stub period prior to the Closing (each a “Nevada Tax Claim”). Any amounts owed, or which become due and owing, with respect to sales tax arising out of or relating to the consummation of this Agreement, including without limitation, any tax claims arising under Nevada Revised Statutes §360.525 (each a “Nevada Sales Tax Claim”). Any amounts owed, or which become due and owing, to the South Carolina Department of Employment Training and Rehabilitation or such other employment agency, including without limitation, any claims arising under Nevada Revised Statutes §612.695 (each a “South Carolina Employer Contribution Claim”).

Certain Limitations. (i) Notwithstanding any provisions of this Article IX anything contained herein to the contrary, after (x) Seller shall have no liability to the Closing, (i) the Purchaser Buyer Indemnified Parties shall not be entitled pursuant to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled Section 9.2(a)(i) or 9.2(a)(ii) with respect to indemnification under this Article IX, any Action or series of related Actions thereunder unless and until the aggregate amount of all Losses indemnifiable hereunder with respect to such Action or series of related Actions exceed on a cumulative basis an amount equal to Ten Thousand Dollars (subject to clause $10,000) (ii) below) exceedsuch amount, in the aggregate, one percent (1.0%) of the Purchase Price (the “DeductibleClaims-Specific Threshold”), and then in which case the Purchaser Buyer Indemnified Parties shall be entitled to recover for only indemnification pursuant to such aggregated indemnified Losses provision, subject to the further limitations set forth in excess this Article IX, with respect to such Action or series of related Actions, (y) Seller shall have no liability to the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Buyer Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) or 9.2(a)(ii) with respect to any amounts in excess Actions thereunder unless and until the total amount of three percent (6.0%) all Losses of the Purchase Price. Notwithstanding Buyer Indemnified Parties with respect to such Actions under such provisions (excluding Actions that, in accordance with clause (x) above, do not satisfy the Claims-Specific Threshold (to the extent applicable to such Actions)) exceed on a cumulative basis One-Hundred Thousand Dollars ($100,000) (the “Basket”), in which event Seller shall be liable for all Losses irrespective of the Basket; provided, however, that even in the event the Basket is exceeded (and thereby rendered inapplicable for purposes of this Section 9.2(c)(i) thereafter) in accordance with the foregoing, all subsequent Actions or series of related Actions for Losses shall remain subject to the limitations Claims-Specific Threshold in the manner set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true 9.2(c)(i), and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under except as reflected in the last sentence of this Section 9.2(a)(iv9.2(c)(i). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller with respect to Actions by the Buyer Indemnified Parties under this Agreement Sections 9.2(a)(i) and 9.2(a)(ii) shall not exceed Two Million Dollars ($2,000.000) (the Purchase Price“Cap”). For purposes Notwithstanding anything to the contrary herein, the limitations contained in the first sentence of this Article IXSection 9.2(c)(i) shall not apply with respect to Actions relating to or arising from (I) fraud, no effect will be given to (II) the Excluded Liabilities, (III) any qualification as to “materiality” breach by Seller or “Material Adverse Effect” contained in the Selling Subsidiaries of any Fundamental Seller Representation, or otherwise applicable to such representation (IV) any breach by Seller or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Selling Subsidiaries of any pre-Closing covenant identified on Annex III.

Certain Limitations. Notwithstanding any provisions of this Article IX anything to the contrarycontrary in this Agreement, after the Closingexcept as provided in this Section 9.5, (i) the Purchaser Indemnified Partnership Parties shall not be entitled to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall only be entitled to indemnification under this Article IXhereunder, unless and until Xxxx Atlantic and Vodafone shall only be obligated to indemnify such Indemnified Partnership Parties, with respect to and only to the extent of the breach of a representation or warranty by Xxxx Atlantic or Vodafone when the aggregate amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceedsuch Indemnified Partnership Parties from all such breaches by Xxxx Atlantic or Vodafone, in the aggregaterespectively, one percent (1.0%) of the Purchase Price exceeds on a cumulative basis $150,000,000 (the “DeductibleDeductible Amount”), and then only to the Purchaser Indemnified Parties extent of such excess amount, and (ii) neither Vodafone nor Xxxx Atlantic shall be entitled to recover liable under this Agreement for only such aggregated indemnified Losses all breaches of representations and warranties for an aggregate amount in excess of $7,500,000,000 (the Deductible; (ii) Losses of less than $50,000 “Maximum Indemnification”). The foregoing limitations with respect to the Maximum Indemnification shall not be counted toward satisfaction apply, however, to any willful misrepresentation or willful breach of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Pricewarranty by Vodafone or Xxxx Atlantic. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes other provisions of this Article IX, no effect will Indemnified Partnership Party shall be given entitled to seek indemnification under this Article IX for any qualification as to “materiality” individual fact, circumstance, condition or “Material Adverse Effect” contained occurrence or series of related facts, circumstances, conditions or occurrences that results in or otherwise applicable to such a breach of a representation or warranty that involves Losses of less than $100,000. Notwithstanding the foregoing provisions of this Section 9.5, the indemnification obligations of Xxxx Atlantic and Vodafone set forth in Sections 9.1(a)(ii) or (iii), in the case of Xxxx Atlantic, or Sections 9.2(a)(ii) or (iii), in the case of Vodafone, shall not be subject to the Deductible Amount or any other than Section 4.7deductible, Section 4.8the Maximum Indemnification limitation, Section 4.9 or Section 4.11 and the words “Material Contract”)limitation under the immediately preceding sentence.

Certain Limitations. Notwithstanding any provisions other provision of this Article IX to Section 11, except as provided below in this Section 11.4, the contrary, after Indemnified Buyer Parties on the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim for indemnification under this Article IXone hand, and no Purchaser the Indemnified Party Seller Parties on the other hand, shall be entitled to indemnification under this Article IXhereunder with respect to the breach of a representation or warranty by the Seller Parties, unless or by the Buyer and until the Parent, respectively, only when the aggregate amount of all Losses indemnifiable hereunder (subject Damages to clause (ii) below) exceed, in the aggregate, one percent (1.0%) such Indemnified Parties from all such breaches of the Purchase Price representations or warranties exceeds $90,000 (the “DeductibleDeductible Amount”), ) and then only to the Purchaser Indemnified Parties shall be entitled to recover for only extent that the aggregate of all such aggregated indemnified Losses in excess of Damages exceeds the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase PriceDeductible Amount. Notwithstanding the foregoing, the limitations maximum limitation for claims pursuant to this Section 11 shall be $6,500,000 (the “Indemnification Cap”). The foregoing limitation with respect to the Deductible Amount and the Indemnification Cap shall not apply, however, to (a) any breach of the Seller Parties’ representations or warranties under Sections 4.1 (Corporate Status), 4.2 (Authorization), 4.4 (Stock Ownership), 4.6 (Title to Purchased Assets and Related Matters), 4.13 (Taxes), and 4.29 (Finder’s Fee) or in the related provisions of the Closing Certificates and (b) a breach of any representations or warranties of a Party to this Agreement that were made with an intent to mislead or defraud or with a reckless disregard of the accuracy thereof, and (c) any Damages arising from any matter set forth in this clauses (b) through (h) of the first sentence of Section 9.2(c11.1. In addition, in the case of a claim that may be made based on a breach of a representation or warranty as well as on any other item described in clauses (b) through (h) of the first sentence of Section 11.1, such limitations regarding the Deductible Amount and the Indemnification Cap shall not apply to Losses directly resulting from the failure to be true and correct extent that such claim is not based solely on an asserted breach of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such a representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)warranty.

Certain Limitations. Notwithstanding any the other provisions of this Article IX to the contraryVIII, after the ClosingSeller shall not have any indemnification obligations for Losses under Section 8.1(a)(iv), (i) for any individual item where the Purchaser Indemnified Parties shall not be entitled Loss relating thereto is less than fifty thousand U.S. dollars ($50,000) and (ii) in respect of each individual item where the Loss relating thereto is equal to assert a claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXor greater than fifty thousand U.S. dollars ($50,000), unless and until the aggregate amount of all such Losses indemnifiable hereunder exceeds seven hundred sixty thousand U.S. dollars (subject to clause (ii$760,000) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Seller Deductible”), and then the Purchaser Indemnified Parties in which event Seller shall be entitled required to recover for pay the amount of such Losses that exceeds the Seller Deductible, but only such aggregated indemnified Losses up to a maximum amount equal to ten million U.S. dollars ($10,000,000) (the “Seller Cap”); provided, that (i) the Seller Deductible shall not apply to any breach of any representation or warranty set forth in excess of the Deductible; Sections 5.1, 5.2, 5.14, 5.15 or 5.17, and (ii) Losses of less than $50,000 the Seller Cap shall not be counted toward satisfaction apply to any breach of any representation or warranty set forth in Sections 5.1, 5.2, 5.11(c) (the Deductiblefirst sentence as the same shall pertain to the Transferred Trademark Rights), and no claims shall be aggregated for purposes of this clause (ii); and (iii) 5.14, 5.15 or 5.17, but in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Seller have any indemnification obligations for Losses under Section 9.2(a)(i8.1(a)(ii) any amounts or Section 8.1(a)(iv) in an aggregate amount in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingother provisions of this Article VIII, Purchaser shall not have any indemnification obligations for Losses under Section 8.2(a)(iii), (i) for any individual item where the limitations set forth Loss relating thereto is less than fifty thousand U.S. dollars ($50,000) and (ii) in this Section 9.2(crespect of each individual item where the Loss relating thereto is equal to or greater than fifty thousand U.S. dollars ($50,000), unless the aggregate amount of all such Losses exceeds seven hundred sixty thousand U.S. dollars ($760,000) (the “Purchaser Deductible”), in which event Purchaser shall be required to pay the amount of such Losses that exceeds the Purchaser Deductible, but only up to a maximum amount equal to ten million U.S. dollars ($10,000,000) (the “Purchaser Cap”); provided, that the Purchaser Deductible and the Purchaser Cap shall not apply to Losses directly resulting from the failure to be true and correct any breach of any of (x) the Fundamental Representations representation or the representations and warranties contained warranty set forth in Section 4.25 Sections 6.1, 6.2 or Section 4.4 or (y) 6.7, but in no event shall Purchaser have any indemnification obligations for Losses for which indemnity is asserted under Section 9.2(a)(ii8.2(a)(iii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)in an aggregate amount in excess of the Purchase Price. Notwithstanding the foregoing or anything in this Agreement to the contrary, for purposes of Article VIII (in no event shall determining the aggregate liability amount of any such Loss or the existence of any breach, misrepresentation or inaccuracy with respect to any representation or warranty of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IXor any Divesting Entity), no effect will be given to any qualification as to “materiality” materiality or “Material Adverse Effect” contained Effect set forth in or otherwise applicable to such any representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)shall be disregarded.

Certain Limitations. Notwithstanding any provisions (a) Except with respect to inaccuracies in or breaches of this Article IX the representations and warranties contained in Sections 2.1 (Corporate Status) 2.2 (Corporate and Governmental Authorization), 2.4 (Capitalization; Title to Shares), 2.17 (Tax Matters) and 2.22 (Finders’ Fees) (the contrary“Parent Fundamental Representations”), after the Closing, (i) the Purchaser Indemnified Parties Parent shall not be entitled required to assert a claim indemnify Investor Indemnitees for indemnification Losses under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 6.2(a) until the aggregate amount of all such Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price exceeds $1,000,000 (the “Deductible”), and then the Purchaser Indemnified Parties in which event Parent shall be entitled to recover responsible only for only such aggregated indemnified Losses in excess of such Deductible. The maximum amount for which Parent will be liable pursuant to Section 6.2(a) and Section 6.2(b) (exclusive of any amounts paid by Parent to Investor with respect to the Deductiblefailure of any of the Merger, the SPS Transactions or the Managing Agency Acquisition to occur in accordance with Section 4.9 and the following sentence) shall not in the aggregate exceed $50,000,000 (the “Aggregate Cap”); provided, however, that the maximum amount for which Parent will be liable pursuant to Section 6.2(a) (other than with respect to breaches of Parent Fundamental Representations) shall not in the aggregate exceed $15,000,000 (the “Representations Cap”). For the avoidance of doubt, the Investor Indemnitees’ rights to indemnification for Losses arising out of the failure of any of the Merger, the SPS Transactions and the Managing Agency Acquisition to occur shall be limited to (i) with respect to the Merger, the Merger Option Price plus $10,000,000, (ii) Losses of less than $50,000 shall not be counted toward satisfaction with respect to any of the DeductibleSPS Transactions, and no claims shall be aggregated for purposes of this clause (ii); the SPS Option Price and (iii) in no event shall with respect to the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoingManaging Agency Acquisition, the limitations set forth Managing Agency Acquisition Option Price, in this Section 9.2(c) shall not apply to Losses directly resulting each case plus interest on such amount from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement Investment Closing Date to the contrary, in no event shall date on which such amount is paid at the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Interest Rate.

Certain Limitations. Notwithstanding any provisions of this Article IX The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the contrary, after the Closing, following limitations: (a) (i) the Purchaser Indemnified Parties Seller Indemnitors shall not be entitled liable to assert a claim the Buyer Indemnitees for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 8.02(a) until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification under Section 8.02(a) exceeds fifty thousand dollars (subject $50,000) (the “Tipping Basket”), in which event Seller Indemnitors shall be required to clause pay or be liable for all such Losses from the first dollar, and (ii) below) exceedthe aggregate amount of all Losses for which Seller Indemnitors shall be liable pursuant to Section 8.02(a), in the aggregate, one percent (1.0%) other than with respect to a breach of the Purchase Price Fundamental Representations, shall not exceed eight million dollars ($8,000,000) (the “DeductibleCap”), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) the aggregate amount of all Losses for which Seller Indemnitors shall be liable pursuant to a breach of the Fundamental Representations in no Section 8.02(a) and Section 8.02(b) shall not exceed the Purchase Price, including the Migration Payment Amount, to the extent actually paid to Sellers. (b) (i) Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Tipping Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the Purchaser Indemnified Parties first dollar, and (ii) the aggregate amount of all Losses for which Buyer shall be entitled to recover liable pursuant to Section 9.2(a)(i8.03 shall not exceed the Cap. (c) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c8.04(a) and Section 8.04(b) shall not apply to Losses directly resulting from the failure based upon, arising out of, with respect to be true and correct or by reason of any inaccuracy in or breach of any Fundamental Representations. (xd) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IXARTICLE VIII, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any qualification as to “materiality” or “, Material Adverse Effect” Effect or other similar qualification contained in or otherwise applicable to such representation or warranty warranty. (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)e) Each Party agrees to mitigate its respective Losses after becoming aware of any claim as required by applicable Law.

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under ‎Section 8.2(a)(i) (in the case of this Article IX to Seller) or ‎Section 8.2(b)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim, unless such claim involves Indemnifiable Losses in excess of $25,000 (the Purchaser Indemnified Parties “De Minimis Amount”) (nor shall any claim that does not exceed the De Minimis Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such ‎Section 8.2(a)(i) or such ‎Section 8.2(b)(i), as the case may be, exceeds $200,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under ‎Section 8.2(a)(i) or ‎such Section 8.2(b)(i), as the case may be, that is in excess of the Deductible, subject to the limitations set forth in this Article VIII. The maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under ‎Section 8.2(a)(i), in the case of Seller, or ‎Section 8.2(b)(i), in the case of Buyer, shall be $1,200,000; provided, that the maximum aggregate liability of Seller to all Buyer Indemnified Persons for any and all Indemnifiable Losses under this Agreement (iiother than under Sections 8.2(a)(iii) Losses of less than $50,000 and (iv)) shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Priceexceed $2,500,000. Notwithstanding the foregoing, the limitations set forth in the previous sentences of this Section 9.2(c8.3(a) (other than the limitation in the immediately preceding proviso) shall not apply be applicable to any Indemnifiable Losses directly resulting from asserted in respect of the failure to be true and correct of any of (x) the Seller Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”)Buyer Fundamental Representations.

Certain Limitations. Notwithstanding (d) Mini-Basket. Sellers will have no liability under Section 7.2(a) with respect to any provisions individual claim, or series of related claims (whether related by proximity to an event or otherwise), for breaches of the representations and warranties set forth in Article 2 unless the aggregate amount of the Adverse Consequences that would be payable with respect to such claim (or series of related claims) exceeds an amount equal to $75,000 (the “Mini-Basket”), it being understood that any such individual claim (or series of related claims) for amounts less than the Mini-Basket will be ignored for all purposes of this Article IX Agreement, including determining whether the Basket has been met or exceeded; provided, however, that the Mini-Basket will not apply to the contrary, after the Closing, (i) the Purchaser Indemnified Parties shall not be entitled to assert a claim claims for indemnification breaches of any Seller Fundamental Representations or (ii) claims based on Actual Fraud by Sellers. (e) Basket. Sellers will have no liability under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and Section 7.2(a) for any Adverse Consequences until the aggregate amount of all Losses indemnifiable hereunder (subject Adverse Consequences incurred or suffered by the Buyer Indemnified Parties arising out of or relating to clause (ii) below) exceed, in the aggregate, one percent (1.0%) breaches of the Purchase Price representations and warranties set forth in Article 2 exceeds $3,187,500 (the “DeductibleBasket”), and then only for the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses amount of Adverse 60 Consequences in excess of the DeductibleBasket; provided, however, that the Basket will not apply to: (i) claims for breaches of any Seller Fundamental Representations (or the Seller Certificate to the extent related to such Seller Fundamental Representations); (ii) Losses claims for breaches of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties of Sellers contained in Section 4.25 2.4 (or the Seller Certificate to the extent related to Section 4.4 2.4); or (yiii) Losses for which indemnity is asserted claims based on Actual Fraud by Sellers. (f) Cap. Sellers’ aggregate maximum liability under Section 9.2(a)(ii) or Section 9.2(a)(iii7.2(a) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement as determined after giving effect to the contrarylimitations resulting from the Basket) will not exceed $3,187,500 (the “Cap”); provided, however, that the Cap will not apply to claims based on Actual Fraud by Sellers. In the event of any breach by Sellers of Sections 2.1(d) and 2.1(e) in no event shall connection with which the aggregate liability amount of Seller under this Agreement exceed Adverse Consequences suffered or incurred by the Buyer Indemnified Parties exceeds the sum of the Basket, the Cap and the policy limits of the R&W Policy (to the extent the R&W Policy covers such Adverse Consequences), Sellers will indemnify the Buyer Indemnified Parties with respect to such excess Adverse Consequence up to an amount equal to the Purchase Price; provided however that Adverse Consequences as used in this sentence will not include any Liability for Taxes. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”g).

Certain Limitations. Notwithstanding (a) No claim for indemnification may be asserted against either Seller or Buyer for breach of any provisions representation, warranty, covenant or agreement contained herein, unless written notice of this Article IX such claim is received by Buyer or Seller, as applicable, describing in reasonable detail the facts and circumstances with respect to the contrary, after subject matter of such claim on or prior to the Closing, expiration date of any applicable Survival Period. (ib) the Purchaser Indemnified Parties Seller shall not be entitled to assert a claim for indemnification liable under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, Section 10.2(a)(i) unless and until the cumulative aggregate amount of all Losses indemnifiable hereunder in respect thereof exceeds One Hundred Fifty Thousand Dollars (subject to clause (ii$150,000) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price (the “Deductible”), and then the Purchaser Indemnified Parties in which event Seller shall only be entitled to recover liable for only such aggregated indemnified Losses in excess of the Deductible; provided, however, that Seller shall not be liable under Section 10.2(a)(i) for any individual or series of related Losses which does not exceed Thirty Seven Thousand Five Hundred Dollars (ii$37,500) (“De Minimis Losses”), which De Minimis Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, Deductible and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall Seller have any liability hereunder for such De Minimis Losses. Notwithstanding anything to the Purchaser contrary contained in this Agreement, Seller’s aggregate liability for all Losses resulting from or relating to any Direct Claims made under Section 10.2(a)(i) or third party claims made under Section 10.2(a)(i) shall not exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the “Cap”). The Parties hereby acknowledge that the Cap shall be a single amount applicable to the aggregate of all Direct Claims for indemnification arising under Section 10.2(a)(i) and third party claims for indemnification arising under Section 10.2(a)(i) and that any indemnification payments made in respect of any Direct Claims pursuant to Section 10.2(a)(i) or third party claims pursuant to Section 10.2(a)(i) shall reduce the remaining amounts available under the Cap for all such claims. (c) Each of the Buyer Indemnitees and the Seller Indemnitees shall use its commercially reasonable efforts to mitigate any Losses in connection with this Agreement. (d) The amount of any Losses for which indemnification is provided under this Article X shall be computed net of (i) any insurance or other proceeds actually received by the Indemnified Parties Party in connection with such Losses and (ii) any indemnity, contribution or other similar payment the Indemnified Party received from any other Person with respect to such Loss less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or other chargebacks (it being agreed that no Party shall have any obligation to seek to recover any insurance proceeds in connection with making a claim under this Article X and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in Losses for which the Indemnified Party was indemnified prior to the realization of reduction of such Losses). (e) The amount of any indemnification payment made by a Party under Article X shall be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required by applicable Law following a final determination as defined in Section 1313 of the Code. (f) Upon payment of any Losses with respect to a claim pursuant to this Article X, the Indemnifying Party shall be subrogated to the extent of such payment (and to recover costs or expenses incurred by the Indemnifying Party in enforcing such recovery rights against such Person) to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim for indemnification. The Indemnified Party shall assign such rights to and otherwise reasonably cooperate with the Indemnifying Party, at the cost and expense of Indemnifying Party, to pursue any claims against or otherwise recover amounts from, any Person liable or responsible for any Losses for which indemnification has been received pursuant to this Agreement. (g) In the event Losses suffered by any Indemnified Party are recoverable under more than one provision of this Agreement and even though an Indemnified Party is permitted to rely on each provision of this Article X independently, any such Indemnified Party shall only be permitted to recover with respect to any particular Losses suffered by it one time as it is the Parties’ intent that recovery by such 29 particular Indemnified Party for such same Losses under another provision would constitute an unintended and prohibited “double” recovery. (h) No Indemnified Party shall be entitled to recover pursuant to Section 9.2(a)(ibring a claim for indemnification for any breach or inaccuracy of any representation, warranty or covenant set forth in this Agreement if Buyer (if such Indemnified Party is a Buyer Indemnitee) any amounts in excess or Seller (if such Indemnified Party is a Seller Indemnitee) had Knowledge of three percent (6.0%) such breach or inaccuracy as of the Purchase PriceExecution Date. Notwithstanding the foregoing, the limitations set forth in an Indemnified Party’s right to indemnification pursuant to this Section 9.2(c) Article X shall not apply to Losses directly resulting from be affected by (i) any investigation or audit conducted on or after the failure to be true and correct Execution Date or (ii) the knowledge of any Party of (x) the Fundamental Representations any breach of a representation, warranty or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third covenant by any other Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given at any time with respect to any qualification as to “materiality” matters arising or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than discovered after the Execution Date. Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).10.5

Certain Limitations. Notwithstanding any provisions of The Person or Persons making a claim under this Article IX is referred to as the “Indemnified Party,” and the Person or Persons against which such claims are asserted under this Article 9 is referred to as the “Indemnifying Party.” Notwithstanding anything to the contrarycontrary in this Agreement, after the Closingindemnification provided for in Section 9.2 and Section 9.3 of this Agreement shall be subject to the following limitations: (a) Other than with respect to indemnification with respect to breaches of the Fundamental Representations, in which cases the following limitation shall not apply, the Seller Parties shall not be liable to the Purchaser Indemnified Parties for indemnification under Section 9.2(a) of this Agreement until the aggregate amount of all Losses in respect of indemnification under Section 9.2(a) of this Agreement exceeds four hundred twelve thousand five hundred dollars (i$412,500) (the “Deductible”), in which event the Indemnifying Parties shall only be required to pay or be liable for Losses in excess of the Deductible. (b) Subject to Section 9.5(a) of this Agreement, the Purchaser Indemnified Parties shall not be entitled indemnified pursuant to assert a claim for indemnification under Section 9.2(a) of this Article IX, and no Purchaser Indemnified Party shall be entitled Agreement with respect to indemnification under this Article IX, unless and until any Loss if the aggregate amount of all Losses indemnifiable hereunder (subject for which the Purchaser Indemnified Parties have received indemnification pursuant to clause (ii) below) exceed, in the aggregate, one percent (1.0%Section 9.2(a) of the Purchase Price this Agreement is equal to or has exceeded an amount equal to five million dollars($5,000,000) (the “Deductible”Cap”); provided, however that, notwithstanding the foregoing in this Section 9.4(b), and then with respect to Losses incurred or sustained by, or imposed upon the Purchaser Indemnified Parties based upon, arising out of, with respect to or by reason of breaches of the Fundamental Representations or a Seller Party’s Fraud, the Purchaser Indemnified Parties shall be entitled indemnified pursuant to recover for only such aggregated indemnified Losses in excess of the Deductible; (iiSection 9.2(a) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall Agreement with respect to any Loss if the aggregate amount of all Losses for which the Purchaser Indemnified Parties be entitled to recover have received indemnification pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%9.2(a) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to has exceeded the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase PriceCap. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).9.5

Certain Limitations. Notwithstanding any (a) Subject to the following provisions of this Article IX Section 9.3 (a), Sellers shall not be obligated or required to the contrarymake any indemnification payment, after the Closing, (i) the Purchaser and Buyer Indemnified Parties shall not be entitled to assert present a claim, demand or to receive any indemnification payment pursuant to ‎this Agreement or pursuant to any of the other Transaction Agreements: (i) with respect to any specific item of claim for indemnification under this Article IX, and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, unless and until which represent a damage of less than US$ 20,000 (De Minimis)until such time as the aggregate total amount of all Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, Damages that have been suffered or incurred by any one percent (1.0%) or more of the Purchase Price Buyer Indemnified Parties (for all items of claim which exceeded the aforesaid De Minimis amount, together) exceeds a total amount equal to USD 250,000 (the “DeductibleBasket Amount”), and . If the total amount of such Damages reaches or exceeds the Basket Amount then the Purchaser Buyer Indemnified Parties shall be entitled to recover be indemnified for only the entire amount of such aggregated indemnified Losses in excess of Damages including the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase PriceBasket Amount. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c9.3 (a) shall do not apply in the case of fraud, intentional misrepresentation, or willful or criminal misconduct. 56 (b) Notwithstanding anything to Losses directly resulting from the failure contrary herein or in the other Transaction Agreements, the maximum aggregate Liabilities of Sellers pursuant to be true and correct this Agreement or in the other Transaction Agreements, shall in no event exceed an amount equal to 25% of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv)aggregate Purchase Price actually paid to Sellers hereunder. Notwithstanding the foregoing or anything foregoing, the limitations set forth in this Agreement Section 9.3 (b) do not apply in the case of fraud, intentional misrepresentation, or willful or criminal misconduct. (c) Any amounts payable pursuant to the contraryindemnification obligations hereunder, or (if any) in the other Transaction Agreements shall be paid without duplication, and in no event shall any Party be indemnified under different provisions of this Agreement or the aggregate other Transaction Agreements for the same Damages. (d) Notwithstanding anything to the contrary herein or in the other Transaction Agreements, except in the case fraud, intentional misrepresentation, or willful or criminal misconduct, Sellers and Buyers shall have no liability for any loss of profits or anticipated savings; loss of goodwill or injury to reputation; the loss of business opportunity; punitive or exemplary damages; or any other indirect, consequential or special loss or damage. 9.4 Indemnification Procedures. (a) Any Party providing indemnification pursuant to this Article IX is referred to herein as an “Indemnifying Party”, and any of the Buyer Indemnified Parties or Seller Indemnified Parties seeking indemnification pursuant to this Article IX is referred to herein as an “Indemnified Party.” If any Indemnified Party seeks indemnification hereunder, it shall give to the Indemnifying Parties, a notice (a “Claim Notice”) describing the claim or facts constituting the basis for such claim or suspected claim and shall include in such Claim Notice the amount of such claim; provided, however, that a Claim Notice in respect of any pending or threatened action at law or suit in equity by a third Person as to which indemnification will be sought (each such action or suit being a “Third-Party Claim”) shall be given with reasonable promptness after the action or suit is commenced, provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually prejudiced as a result thereof. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice to the Indemnifying Party shall specify, if known, the amount of damages asserted by such third party. (b) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled under this Agreement exceed Article IX shall be determined: (i) by the Purchase Pricewritten agreement between Buyers and Sellers; or (ii) by a ruling of SIAC in accordance with Section 11.9 below. For purposes (c) As promptly as practicable, but in any event within forty five (45) days after delivery of the Claim Notice to the Indemnifying Party, the Indemnifying Party shall either (i) acknowledge in writing receipt of the Claim Notice or (ii) notify the Indemnified Parties in writing of any inaccuracies or omissions in, or disagreements it has with, the Claim Notice as provided by the Indemnified Party. 57 (d) The payment of any claim for indemnification pursuant to this Article IX, no effect will IX shall be given effected by wire transfer of immediately available funds to any qualification as to “materiality” or “Material Adverse Effect” contained in an account designated by the Indemnified Party within five (5) Business Days after the mutual written agreement between the Indemnifying Party and the Indemnified Party on the determination of the amount thereof or otherwise applicable to such representation or warranty within five (other than 5) Business Days after a ruling of SIAC in accordance with Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material Contract”).11.9 below. 9.5

Certain Limitations. Notwithstanding any provisions (a) No party shall be obligated to indemnify and hold harmless its respective Indemnitees under Section 7.2(a)(i) (in the case of this Article IX to AIC) or Section 7.2(c)(i) (in the contrary, after the Closing, case of Buyer) (i) with respect to any claim or series of related claims, other than in respect of any Seller Fundamental Representations, Buyer Fundamental Representations or the Purchaser Indemnified Parties representations and warranties set forth in Section 3.10, as applicable, unless such claim or series of related claims involves Indemnifiable Losses in excess of $250,000 (the “Threshold Amount”) (nor shall any claim that does not exceed the Threshold Amount be entitled applied to assert a claim or considered for indemnification purposes of calculating the amount of Indemnifiable Losses for which the Indemnitor is responsible under this Article IX, clause (ii) below) and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IX, (ii) unless and until the aggregate amount of all Indemnifiable Losses indemnifiable hereunder (subject to clause (ii) below) exceed, in the aggregate, one percent (1.0%) of the Purchase Price Indemnitees under such Section 7.2(a)(i) or such Section 7.2(c)(i), as the case may be, other than in respect of any Seller Fundamental Representations, Buyer Fundamental Representations or the representations and warranties set forth in Section 3.10 or Section 3.26, as applicable, exceeds $7,000,000 for all Indemnifiable Losses (the “Deductible”), and then the Purchaser Indemnified Parties at which point such Indemnitor shall be entitled liable to recover its respective Indemnitees for only such aggregated indemnified Losses the value of the Indemnitee’s claims under Section 7.2(a)(i) or Section 7.2(c)(i), as the case may be, that is in excess of the Deductible; (ii) Losses of less than $50,000 shall not be counted toward satisfaction of the Deductible, and no claims shall be aggregated for purposes of this clause (ii); and (iii) in no event shall the Purchaser Indemnified Parties be entitled subject to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Article VII. The maximum aggregate Liability of AIC, on the one hand, and Buyer, on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(c) shall not apply to Losses directly resulting from 7.2(a)(i), in the failure to be true and correct case of AIC, or Section 7.2(c)(i), in the case of Buyer, other than in respect of any Seller Fundamental Representations, Seller Specified Representations, Specified Liabilities or Buyer Fundamental Representations, as applicable, shall be $75,000,000 (the “General Cap”). The maximum aggregate Liability of (x) AIC, on the Fundamental Representations or one hand, and Buyer, on the representations other hand, to their respective Indemnitees for any and warranties contained all Indemnifiable Losses under Section 7.2(a)(i), in Section 4.25 the case of AIC, or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv7.2(c)(i). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event the case of Buyer, in respect of any Seller Fundamental Representations, Seller Specified Representations, Specified Liabilities or Buyer Fundamental Representations, as applicable, shall be $225,000,000 (the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX, no effect will be given to any qualification as to “materiality” or “Material Adverse Effect” contained in or otherwise applicable to such representation or warranty (other than Section 4.7, Section 4.8, Section 4.9 or Section 4.11 and the words “Material ContractSpecified Cap”); provided that no facts or circumstances relating to claims indemnified and recovered for claims under the General Cap shall be used to bring claims under the Specified Cap and vice versa.

Certain Limitations. Notwithstanding any provisions of The party making a claim under this Article IX 7 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article 7 is referred to as the “Indemnifying Party”. The indemnification provided for in Section 7.02 and Section 7.03 will be subject to the contrary, after the Closing, following limitations: (ia) the Purchaser Indemnified Parties shall The Indemnifying Party will not be entitled liable to assert a claim the Indemnified Party for indemnification under this Article IXSection 7.02(a) or Section 7.03(a), and no Purchaser Indemnified Party shall be entitled to indemnification under this Article IXas the case may be, unless and until the aggregate amount of all Losses indemnifiable hereunder in respect of indemnification under Section 7.02(a) or Section 7.03(a) exceeds $75,000 (subject the “Threshold”), it being understood that the Threshold shall be a deductible for which the Indemnifying Party shall bear no indemnification responsibility; provided, however, that the Threshold shall not apply to clause any Losses in respect of (i) any inaccuracy in or breach of any of the Fundamental Representations or Section 3.14 (Environmental Matters), 3.15 (Employee Benefit Matters), or 3.17 (Taxes), or (ii) belowfraud. (b) exceedThe aggregate amount of all Losses for which an Indemnifying Party will be liable pursuant to Section 7.02 or Section 7.03, in as the aggregatecase may be, one percent (1.0%) of the Purchase Price will not exceed $1,500,000 (the “DeductibleCap”); provided, however, that the Cap shall not apply to any Losses in respect of (i) any inaccuracy in or breach of (A) any of the Fundamental Representations or (B) Sections 3.14 (Environmental Matters), 3.15 (Employee Benefit Matters), and then the Purchaser Indemnified Parties shall be entitled to recover for only such aggregated indemnified Losses in excess of the Deductible; 3.17 (Taxes), (ii) Section 7.02(b), (c), or (d), or (iii) fraud. The aggregate amount of all Losses of less than $50,000 shall not for which an Indemnifying Party will be counted toward satisfaction of the Deductibleliable pursuant to clauses (i), and no claims shall be aggregated for purposes of this clause (ii); ) and (iii) in no event the immediately preceding sentence shall the Purchaser Indemnified Parties be entitled to recover pursuant to Section 9.2(a)(i) any amounts in excess of three percent (6.0%) of the Purchase Price. Notwithstanding the foregoing, the limitations set forth in this Section 9.2(c(c) shall not apply to Losses directly resulting from the failure to be true and correct of any of (x) the Fundamental Representations or the representations and warranties contained in Section 4.25 or Section 4.4 or (y) Losses for which indemnity is asserted under Section 9.2(a)(ii) or Section 9.2(a)(iii) (z) Third Party Claims for which indemnity is asserted under Section 9.2(a)(iv). Notwithstanding the foregoing or anything in this Agreement to the contrary, in no event shall the aggregate liability of Seller under this Agreement exceed the Purchase Price. For purposes of this Article IX7, no effect will any inaccuracy in or breach of any representation or warranty shall be given determined without regard to any qualification as to “materiality” or “, Material Adverse Effect” Effect or other similar qualification contained in or otherwise applicable to such representation or warranty (and warranty, other than any references to “material” in connection with any lists or schedules or references to items or information “made available” to the other party. (d) No Losses may be claimed under Section 4.7, Section 4.8, Section 4.9 7.02 or Section 4.11 and 7.03 by any Indemnified Party to the words “Material Contract”).extent such Losses are included in the calculation of any adjustment to the Purchase Price pursuant to Article 2. Section 7.05