Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco IES until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco IES shall exceed $50,000. Even after the $50,000 threshold for IES or the Indemnification ThresholdThreshold for a Stockholder has been met, all claims must be made in $10,000 increments, which claims may be cumulated in order to meet such $50,000 and $10,000 thresholds. For purposes of this paragraph, the IES Stock delivered to the Stockholders shall be valued at the initial public offering price as set forth in the Registration Statement. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder in connection with nearest one thousandth) on the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.five trading days

Limitations on Indemnification. TCIMETALS, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI METALS Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI METALS or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI METALS or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI METALS Stock received by a StockholderSTOCKHOLDER, TCI METALS Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCILandCARE, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI LandCARE Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI LandCARE Stock received by a Stockholder, TCI LandCARE Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCICSI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CSI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CSI or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIHome, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Home Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI Home or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI Home or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Home Stock received by a Stockholder, TCI Home Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCINone of PARENT, NewcoACQUISITION CORP., the Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which all such persons may have against all such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the sum of the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI Parent Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5below) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI PARENT or Newco ACQUISITION CORP. until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders all STOCKHOLDERS may have against TCI PARENT or Newco ACQUISITION CORP. shall exceed the amount of the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI Parent Stock received by a StockholderSTOCKHOLDERS, TCI Parent Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 (a) AmPaM shall not assert any claim for indemnification hereunder under this Section 11 against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons AmPaM may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI AmPaM Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) plus (iii) the principal amount of the AmPaM Notes delivered to the Stockholders pursuant to Section 1.2, or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco AmPaM until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco AmPaM shall exceed $50,000; provided, however, that this sentence shall not be applicable with respect of any failure by AmPaM to (i) deliver the consideration specified in Annex I hereto on the Closing Date upon the satisfaction, or waiver by AmPaM, of all conditions to the occurrence of the Closing Date specified in Section 9 or (ii) comply with its obligations pursuant to Section 10.1. After the $50,000 threshold for AmPaM (subject to the proviso in the preceding sentence) or the Indemnification Threshold. No person shall Threshold for a Stockholder has been met, all claims must be entitled made in $10,000 increments, which claims may be cumulated in order to indemnification under this Section 11 if and to the extent that meet such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger$10,000 thresholds. For purposes of calculating this paragraph, the value of AmPaM Stock delivered to the TCI Stock received by a Stockholder, TCI Stock Stockholders shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$13.00 per share.

Limitations on Indemnification. TCINotwithstanding the foregoing, NewcoHOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time asSTOCKHOLDERS unless, and solely to the extent that, the aggregate of all claims which such persons and entities may have against such STOCKHOLDERS shall exceed, in the Stockholders shall exceed the greater of (a) 1.0aggregate for all such claims, 2.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 11.5) of the TCI HOLDING Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 STOCKHOLDERS (the "Indemnification Threshold"). Except , provided, however, that except with respect to the right to receive the merger consideration as set forth matters specified on Annex ISchedule 11.5, HOLDING, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold, other than with respect to the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI HOLDING or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI HOLDING or Newco NEWCO shall exceed exceed, in the Indemnification Thresholdaggregate for all such claims, $100,000, provided, however, that the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $100,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) or 11.1(v) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of HOLDING Stock, or a combination thereof as determined by the Indemnifying Party in its sole discretion. For purposes of calculating the value of the TCI HOLDING Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), the HOLDING Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCINotwithstanding the foregoing, NewcoHOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time asSTOCKHOLDERS unless, and solely to the extent that, the aggregate of all claims which such persons and entities may have against such STOCKHOLDERS shall exceed, in the Stockholders shall exceed the greater of (a) 1.0aggregate for all such claims, 2.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 11.5) of the TCI HOLDING Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 STOCKHOLDERS (the "Indemnification Threshold"). Except , provided, however, that except with respect to the right to receive the merger consideration as set forth matters specified on Annex ISchedule 11.5, HOLDING, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold, other than with respect to the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI HOLDING or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI HOLDING or Newco NEWCO shall exceed exceed, in the Indemnification Thresholdaggregate for all such claims, $100,000, provided, however, that the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $100,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.this

Limitations on Indemnification. TCIVPI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that VPI, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VPI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI and NEWCO shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI and NEWCO exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought (i.e., the amount of such claim or loss for which indemnification is provided hereunder shall be reduced by the amount of such tax benefit). Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of VPI Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI VPI Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), VPI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDERS pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the MergerExchange. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIVPI, Newcothe NEWCOS, the Surviving Corporation Corporations and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that VPI, the Stockholders NEWCOS, the Surviving Corporations and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VPI or Newco the NEWCOS until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI and the NEWCOS shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI and the NEWCOS exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought (i.e., the amount of such claim or loss for which indemnification is provided hereunder shall be reduced by the amount of such tax benefit). Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of VPI Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI VPI Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), VPI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDERS pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 (a) AmPaM shall not assert any claim for indemnification hereunder under this Section 11 against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons AmPaM may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI AmPaM Stock delivered to the Stockholders pursuant to Section 1.2 43 52 (calculated as provided in this Section 11.5) plus (iii) the principal amount of the AmPaM Notes delivered to the Stockholders pursuant to Section 1.2, or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco AmPaM until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco AmPaM shall exceed $50,000; provided, however, that this sentence shall not be applicable with respect of any failure by AmPaM to (i) deliver the consideration specified in Annex I hereto on the Closing Date upon the satisfaction, or waiver by AmPaM, of all conditions to the occurrence of the Closing Date specified in Section 9 or (ii) comply with its obligations pursuant to Section 10.1. After the $50,000 threshold for AmPaM (subject to the proviso in the preceding sentence) or the Indemnification Threshold. No person shall Threshold for a Stockholder has been met, all claims must be entitled made in $10,000 increments, which claims may be cumulated in order to indemnification under this Section 11 if and to the extent that meet such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger$10,000 thresholds. For purposes of calculating this paragraph, the value of AmPaM Stock delivered to the TCI Stock received by a Stockholder, TCI Stock Stockholders shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$13.00 per share.

Limitations on Indemnification. TCICEI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value (determined in accordance with the last paragraph of Section 11.5) of the TCI CEI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that CEI, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold. STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CEI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CEI or Newco NEWCO shall exceed $50,000, provided, however, that STOCKHOLDERS and the Indemnification Thresholdother persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of CEI, or NEWCO exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) or 11.1(v) shall not be limited. Indemnity obligations hereunder may satisfied through the payment of cash or the delivery of CEI Stock, or a combination thereof. For purposes of calculating the value of the TCI CEI Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), CEI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI(a) CTS, NewcoNEWCO, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 (other than the STOCKHOLDER) shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons Persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders the STOCKHOLDER plus (ii) the value (determined in accordance with Section 11.5(c) hereof) of the TCI CTS Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDER (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I; provided, however, that CTS, NEWCO, the Stockholders Surviving Corporation and the other Persons or entities indemnified pursuant to Section 11.1 (other than the STOCKHOLDER) may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such Persons may have against the STOCKHOLDER exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold. The STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI CTS, NEWCO, the Surviving Corporation or Newco the other Persons set forth in Section 11.1 (other than the STOCKHOLDER) until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI or Newco shall exceed the Indemnification Thresholdany of such Persons exceeds $100,000. No person Person shall be entitled to indemnification under this Section 11 if and to the extent that such personPerson's claim for indemnification is directly or indirectly related to a breach by such person Person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIHome, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders Stockholder until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Stockholder shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders Stockholder plus (ii) the value of the TCI Home Stock delivered to Stockholders Stockholder (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Stockholder shall not assert any claim for indemnification hereunder against TCI Home or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Stockholder may have against TCI Home or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Home Stock received by -45- a Stockholder, TCI Home Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Notwithstanding anything in Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely 5.2 to the extent thatcontrary, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% the Stockholder Indemnifying Party shall not be obligated to provide indemnification for Losses in respect of claims made by any Investor Indemnified Party or the sum Company for indemnification for breaches of representations or warranties under clause (a) of Section 5.2 above, or for indemnification under clause (c) of Section 5.2 above, unless (i) the cash paid to Stockholders plus aggregate amount of all Losses for any individual claim made under clause (a) and/or (c) exceeds $50,000 and (ii) the value aggregate amount of all Losses in respect of all claims made and accrued by the Investor Indemnified Parties and the Company for indemnification under clause (a) and/or (c) of Section 5.2 exceeds $2,500,000 (the “Deductible”), whereupon the amount of all such Losses in excess of the TCI Stock delivered to Stockholders (calculated as provided Deductible shall be recoverable by the Investor Indemnified Parties and the Company in this accordance with Section 11.5) or 5.2, (b) the maximum amount payable to the Investor Indemnified Parties and the Company for Losses in respect of claims made by any Investor Indemnified Party for indemnification for breaches of representations or warranties under clause (a) of Section 5.2 and for Losses in respect of claims made by any Investor Indemnified Party for indemnification under clause (c) of Section 5.2 shall not exceed an amount equal to $100,000 6,700,000 (the "Indemnification Threshold"“Cap”). Except with respect to Notwithstanding the right to receive the merger consideration as set forth on Annex Iforegoing, the Stockholders Investor Indemnified Parties shall not assert be subject to any claim limitation for indemnification hereunder against TCI for Losses regarding breaches of representations or Newco until such time aswarranties pursuant to this Section 5.3 or otherwise, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to full recovery from the extent that such person's claim for indemnification is directly Stockholder Indemnifying Parties in respect of claims arising in connection with (i) actual fraud, intentional misrepresentation or indirectly related to a deliberate or willful breach by such person the Major Stockholder of any representationof the representations and warranties made in this Agreement or any agreement, warranty, covenant document or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder instrument executed and delivered in connection with the Merger. For purposes transactions contemplated hereby, or (ii) the breach by the Major Stockholder of calculating the value any of the TCI Stock received representations or warranties contained in Section 2.1, Section 2.3, Section 2.19 and Section 3.1. No claim may be brought by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Investor Indemnified Parties or the right Company pursuant to satisfy an indemnification obligation through payment Section 5.2(c) after the earlier of a combination (A) 30 days following the expiration of stock and cash in proportion equal to the proportion statute of stock and cash received by such Stockholder in connection with limitations applicable thereto or (B) the Merger, valued as described immediately above, but shall also have sixth anniversary of the right to satisfy any such obligation in cashClosing Date.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 No Indemnified Party shall not assert any claim for indemnification hereunder against the Stockholders an Indemnifying Party until such time as, and solely to the extent that, the aggregate of all claims which such persons Indemnified Party may have against such the Stockholders Indemnifying Party shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I75,000, provided, however, that QSI, the Stockholders Company and the other persons or entities indemnified pursuant to Section 10.1 may assert and shall not assert be indemnified for any claim for indemnification hereunder against TCI or Newco until such time asunder Section 10.1(v) at any time, and solely to the extent that, regardless of whether the aggregate of all claims which the Stockholders such persons may have against TCI any Stockholder or Newco all Stockholders exceeds $75,000, it being understood that the amount of any such claim under such Sections shall exceed not be counted towards such $75,000 amount; and further provided that the Indemnification Threshold$75,000 amount shall be reduced to $5,000 for claims under Sections 10.l(i) to the extent it relates to breaches of the representations and warranties set forth in Section 4.22, 10.1(vi), 10.1(vii) and 10.1(viii) (except for claims with respect to taxes due as a result of an Internal Revenue Service audit related to percentage of completion of related contracts, in which case the amount shall be reduced to $50,000) it being understood that the amount of any such claim under such Sections shall not be counted towards such $75,000 amount; and further provided that the Stockholders and the other persons or entities indemnified pursuant to Section 10.2 may assert and shall be indemnified for any claim under Section 10.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against QSI exceeds $75,000, it being understood that the amount of any such claim under Section 10.2(v) shall not be counted towards such $75,000 amount. No person shall be entitled to indemnification under this Section 11 10 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to and substantially the result of a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit equal to or in excess of the amount of such claim as a result of the claim or loss for which indemnification is sought. Notwithstanding any other term of this Agreement, no Stockholder Indemnifying Party shall be liable under this Section 11 10 for an amount which exceeds the amount of proceeds received by such Stockholder the Stockholders in connection with the Mergertransactions contemplated hereby. Indemnity obligations hereunder of the Stockholders may be satisfied through the payment of cash or the delivery of QSI Stock, or a combination thereof, at the Stockholder's election. For purposes of calculating the value of the TCI QSI Stock received or delivered by a Stockholderthe Stockholders (for purposes of determining the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), TCI QSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the Stockholders pursuant to this Section 10 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder the Stockholders pursuant to Section 2. Without limitation of any of the foregoing, the limitations set forth in connection with the Mergerthis Section shall not apply to breaches of representations, valued as described immediately abovewarranties or covenants set forth in Sections 4.29(c), but shall also have the right to satisfy any such obligation in cash5.13, 5.14, 9.2 and 9.3 hereof.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any No claim for indemnification may be made after the Closing by the Indemnified Party unless the aggregate amount of all losses resulting from Claims incurred by the Indemnified Party and otherwise indemnified against hereunder against exceeds $75,000, in which case the Stockholders until such time as, and solely Indemnified Party shall indemnify the Indemnified Party only to the extent that, such losses exceed $75,000. All claims against the aggregate Escrow Account shall be allocable one- half to Stockholder individually and one-half to the holders of the RSA Units (as a group). The provisions for indemnification set forth in this Article IX shall be the sole right and remedy of the parties for any and all claims which such persons Claims that the parties hereto may have against such the Stockholders shall exceed the greater of (a) 1.0% one another hereunder or otherwise arising under this Agreement or any agreement, document or instrument delivered hereunder. The obligation of the sum of (i) the cash paid to Stockholders plus (ii) the value Stockholder, individually and in his capacity as representative of the TCI Stock delivered holders of the RSA Units, to Stockholders (calculated as provided indemnify an Indemnified Party hereunder in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert of any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person Claim shall be entitled to indemnification under this Section 11 if and satisfied first from the Escrow Account, to the extent that there are sufficient funds in the Escrow Account to satisfy such person's claim for indemnification is Claim, and second directly or indirectly related to a breach by such person of any representationStockholder (in which case, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds obligated to pay at least 55% of such Claim in cash, and the remainder may be satisfied by returning the number of Virata Ordinary Shares (valued at the lesser of $0.70 per share or the fair market value of such Virata Ordinary Shares as determined in good faith by Virata's Board of Directors) owned by Stockholder necessary to satisfy the remainder of such Claim). Notwithstanding anything to the contrary contained herein, the liability of Stockholder, individually and in his capacity as representative of the holders of the RSA units, to any Indemnified Party in respect of any and all Claims shall not exceed the sum of the entire amount of proceeds Stockholder's consideration deposited into the Escrow Account and the other consideration paid to Stockholder pursuant to Section 1.5(a) above, and the liability of the holders of the RSA Units to any Indemnified Party in respect of any and all Claims shall not exceed the entire amount of the RSA Unit holders' consideration deposited into the Escrow Account. Notwithstanding anything to the contrary contained herein, the liability of Virata to any Indemnified Party in respect of any Claims shall not exceed the value (measured as of the Closing Date) of the Virata Shares or Virata Acquisition Options received by such Stockholder Indemnified Party pursuant to Section 1.5 above, and the liability of Virata to all Indemnified Parties in connection with the Merger. For purposes respect of calculating all Claims shall not exceed the value (measured as of the TCI Stock received Closing Date) of the Virata Shares and Virata Acquisition Options delivered by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right Virata pursuant to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately Section 1.5 above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI(a) CTS, NewcoNEWCO, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 (other than the STOCKHOLDERS) shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons Persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders the STOCKHOLDERS plus (ii) the value (determined in accordance with Section 11.5(c) hereof) of the TCI CTS Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I; provided, however, that CTS, NEWCO, the Stockholders Surviving Corporation and the other Persons or entities indemnified pursuant to Section 11.1 (other than the STOCKHOLDERS) may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such Persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CTS, NEWCO, the Surviving Corporation or Newco the other Persons set forth in Section 11.1 (other than the STOCKHOLDERS) until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco shall exceed the Indemnification Thresholdany of such Persons exceeds $100,000. No person Person shall be entitled to indemnification under this Section 11 if and to the extent that such personPerson's claim for indemnification is directly or indirectly related to a breach by such person Person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIPurchaser, the Company, Newco, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller until such time as, and solely to the extent that, the aggregate of all claims (exclusive of fees and expenses) which such persons may have against such the Stockholders Seller shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 47,500 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The Seller shall not assert any claim for indemnification hereunder against TCI Purchaser, the Company, Newco or Newco the Surviving Corporation until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Seller may have against TCI Purchaser, the Company, Newco or Newco the Surviving Corporation shall exceed $47,500, whereupon such claims shall be indemnified in full. The limitation or assertion of claims for indemnifications contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller shall not be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Mergerapplicable survival period, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashif applicable.

Limitations on Indemnification. TCIPurchaser, Newcothe Company, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Seller shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 54,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The Seller shall not assert any claim for indemnification hereunder against TCI Purchaser, the Company or Newco the Surviving Corporation until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Seller may have against TCI Purchaser, the Company or Newco the Surviving Corporation shall exceed $54,000, whereupon such claims shall be indemnified in full. The limitation or assertion of claims for indemnifications contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder except for Indemnifiable Losses described in Section 10.1(iv), the Seller shall not be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCI(a) CTS, NewcoNEWCO, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 (other than the STOCKHOLDERS) shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons Persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders the STOCKHOLDERS plus (ii) the value (determined in accordance with Section 11.5(c) hereof) of the TCI CTS Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I; provided, however, that CTS, NEWCO, the Stockholders Surviving Corporation and the other Persons or entities indemnified pursuant to Section 11.1 (other than the STOCKHOLDERS) may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such Persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CTS, NEWCO, the Surviving Corporation or Newco the other Persons set forth in Section 11.1 (other than the STOCKHOLDERS) until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco shall any of such Persons exceed the Indemnification Threshold$100,000. No person Person shall be entitled to indemnification under this Section 11 if and to the extent that such personPerson's claim for indemnification is directly or indirectly related to a breach by such person Person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIMARINEMAX, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified entitled to indemnification pursuant to Section 11.1 11.1, 11.2 or 11.2 11.5 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which that such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 130,000 (the "Indemnification ThresholdDeductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI MARINEMAX or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI MARINEMAX or Newco NEWCO shall exceed the Indemnification Thresholdsum of $130,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. The liability of the Company for breaches of its representations and warranties contained in this Agreement and for any indemnification obligation herein shall cease as of the Effective Time, and MARINEMAX and Surviving Corporation may recover for such breaches and recover for such indemnification only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. MARINEMAX and Surviving Corporation may recover for indemnification hereunder only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. It is hereby understood and agreed that STOCKHOLDERS may only satisfy an indemnification obligation through payment of stock, such stock to be valued as described immediately below, except as may otherwise be permitted and still preserve pooling-of-interests accounting treatment. Notwithstanding any other term of this AgreementAgreement to the contrary, no Stockholder provision of this Agreement shall limit or be liable under this Section 11 for an amount which exceeds the amount of proceeds received deemed to limit any liability or remedy one party may have against any other parties hereto that arises by such Stockholder in connection with the Mergerstatute or any applicable federal, state or local law. For purposes of calculating the value of the TCI MARINEMAX Stock received by a StockholderSTOCKHOLDERS, TCI MARINEMAX Stock shall be valued at its initial public offering price as set forth $13.00 per share. No provision of this Agreement or in the Registration Statement. It is hereby agreed that this Section 11 shall limit or be deemed to limit any liability or remedy one party may have against any other parties hereto with respect to a Stockholder shall have the right to satisfy an indemnification obligation through payment claim of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashfraud.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other The persons or entities indemnified pursuant to Section 11.1 or 11.2 15.02(a) and Section 10.02(a) of the Stock Purchase Agreement shall not assert any claim other than a Third Person claim for indemnification hereunder against or under Section 10.02(d) of the Stockholders until such time asStock Purchase Agreement unless and until, and solely to the extent that, the aggregate of all such claims which such persons may have against such the Stockholders shall exceed U.S.$ 2,000,000 (the greater "DEDUCTIBLE"), in which event such indemnification shall be effective with respect to all Damages, in excess of the Deductible; provided, however, that this limitation shall not apply to (ai) 1.0claims of or relating to fraud or willful misrepresentation or willful misconduct by any party or (ii) any breach of the representations contained in Sections 8.01, 9.01 and 9.02 hereof or Sections 3.01, 4.01 and 4.02 of the Stock Purchase Agreement. In addition to the other limitations of this Section 15.02 (d), the amount of any indemnification under this Agreement and the Stock Purchase Agreement will be reduced by any insurance proceeds paid to the indemnifying party as a result of its Damages. The indemnifying party will be obligated to submit to its insurance carrier all coverable claims and pursue such claims against its insurance carrier in good faith. In addition to the other limitations described in this Section 15.02(d), it is expressly understood that the obligations of the Seller to pay any amounts for indemnification under Section 15.02(a) and Section 10.2 of the Stock Purchase Agreement shall not exceed the "INDEMNIFICATION LIMIT" (as defined herein); provided, however, that this limitation shall not apply to (i) claims of or relating to fraud or willful misrepresentation or willful misconduct by any party, and (ii) any breach of the representations contained in Sections 8.01, 9.01 and 9.02 hereof and Sections 3.01, 4.01 and 4.02 of the Stock Purchase Agreement. For purposes of this Section 15.02 (d), the "INDEMNIFICATION LIMIT" shall be 50% of the sum of (i) the cash paid to Stockholders Purchase Price hereunder plus (ii) the value 50% of the TCI Purchase Price under the Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification ThresholdPurchase Agreement. No person shall be entitled to indemnification under this Section 11 15.02 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIVPI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that VPI, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VPI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI and NEWCO shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI and NEWCO exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be 62 counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought (i.e., the amount of such claim or loss for which indemnification is provided hereunder shall be reduced by the amount of such tax benefit). Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of VPI Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI VPI Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), VPI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDERS pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCIVPI, Newco, the Surviving Corporation NEWCO and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"), provided, however, that VPI, NEWCO and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VPI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI and NEWCO shall exceed $50,000, provided, however, that the Indemnification Threshold. No person STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be entitled to indemnification indemnified for any claim under this Section 11 if 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI and to the extent NEWCO exceeds $50,000, it being understood that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.claim under Section 66

Limitations on Indemnification. TCIPurchaser, Newco, the Surviving Corporation Parent and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller or the Shareholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Shareholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 37,500 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to None of the right to receive Seller or the merger consideration as set forth on Annex I, the Stockholders Shareholders shall not assert any claim for indemnification hereunder against TCI Purchaser or Newco Parent until such time as, and solely to the extent that, as the aggregate of all claims which Seller or the Stockholders Shareholders may have against TCI Purchaser or Newco Parent shall exceed $37,500, whereupon such claims shall be indemnified in full. The limitation on the Indemnification Thresholdassertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the transaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Shareholders shall not be liable under this Section 11 10 for an amount which exceeds the aggregate amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of the TCI DocuNet Stock received by a StockholderSeller, TCI the DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCINone of CSI, Newcoany NEWCO, the any Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDER plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDER (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI CSI or Newco any NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI CSI or Newco any or all NEWCOs shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCINone of PARENT, NewcoACQUISITION CORPS., the Surviving Corporation and the Corporations nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which all such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the sum of the cash paid to Stockholders the STOCKHOLDER plus (ii) the value of the TCI Parent Stock delivered to Stockholders the STOCKHOLDER (calculated as provided in this Section 11.5below) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI PARENT or Newco ACQUISITION CORPS. until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI PARENT or Newco ACQUISITION CORPS. shall exceed the amount of the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Agreement the STOCKHOLDER shall not be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI Parent Stock received by a Stockholderthe STOCKHOLDER, TCI Parent Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder the STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, NewcoNotwithstanding anything in this Agreement to the contrary, the Surviving Corporation aggregate liability of Seller and Shareholder under Section 9.2(a) shall be limited to thirty percent (30%) of the other persons amount of the Purchase Price (the "Cap") and in no event shall Seller or entities indemnified the Shareholder be required to make to any Buyer's Indemnitee any payments to satisfy its obligations under Section 9.2(a) in excess of such amount; provided, however, that this Cap shall not apply to a breach of the representations or warranties relating to Assets contained in Section 2.16. In no event shall Buyer's Indemnitees be entitled to seek any relief or exercise any rights against either Seller or the Shareholder pursuant to the terms of Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders 9.2(a) until such time as, and solely to the extent thatBuyer Damages hereunder exceed an aggregate amount of $300,000; provided, however that Seller and Shareholder shall indemnify Buyer's Indemnitees from any claims resulting from a breach of the customs, tax environmental or product warranty representations and warranties contained in Section 2.14, Section 2.23, Section 2.25 and Section 2.28, respectively, from the first dollar for claims or liabilities of Seller for which Buyer is to be held harmless pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, the aggregate liability of all claims which such persons may have against such the Stockholders Buyer under Section 9.4(a) shall exceed the greater of be limited to thirty percent (a30%) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value amount of the TCI Stock delivered Purchase Price and in no event shall Buyer be required to Stockholders (calculated as provided make to any Seller's Indemnitee any payments to satisfy its obligations under Section 9.4(a) in this Section 11.5) excess of such amount. In no event shall Seller's Indemnitees be entitled to seek any relief or (b) $100,000 (the "Indemnification Threshold"). Except with respect exercise any rights against either Buyer pursuant to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco terms of Section 9.4(a) until such time as, and solely to the extent that, the Seller Damages hereunder exceed an aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$300,000.

Limitations on Indemnification. TCIICC, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders FOUNDING STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders FOUNDING STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that ICC, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iii) or 11.1(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against any FOUNDING STOCKHOLDER or all FOUNDING STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iii) or 11.1(iv) shall not be counted towards the Indemnification Threshold. The FOUNDING STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI ICC or Newco NEWCO or the Surviving Corporation until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders FOUNDING STOCKHOLDERS may have against TCI ICC, NEWCO or Newco the Surviving Corporation shall exceed the Indemnification Threshold, provided, however, that the FOUNDING STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against ICC or NEWCO exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.2(iv) shall not be counted towards such Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term Indemnity obligations hereunder shall be satisfied, in the case of this indemnification of ICC, NEWCO and the Surviving Corporation through the release from escrow of ICC Stock pursuant to the Escrow Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds or in the amount case of proceeds received indemnification of the FOUNDING STOCKHOLDERS, by such Stockholder in connection with the MergerICC's delivery of ICC Stock or cash at its sole election. For purposes of calculating the value of the TCI ICC Stock received by or released from escrow on behalf of a StockholderFOUNDING STOCKHOLDER (for purposes of determining the Indemnification Threshold and the amount of any indemnity paid), TCI ICC Stock shall be valued at its initial public offering price as set forth the greater of (i) $3.00 per share or (ii) the Average Closing Price. Upon the Expiration Date, a portion of the ICC Stock which continues to be held in the Registration Statement. It escrow, if any, which is hereby agreed that a Stockholder shall have the right reasonably sufficient to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy cover any such obligation in cash.identified

Limitations on Indemnification. TCIPC, Newcothe NEWCOS, the Surviving Corporation Corporations and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDER plus (ii) the value of the TCI PC Stock delivered to Stockholders STOCKHOLDER (calculated for purposes of calculating the value of the PC Stock, such PC Stock is to be valued at its initial public offering price as provided set forth in this Section 11.5the Registration Statement) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that PC, the Stockholders NEWCOS, the Surviving Corporations and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 may assert and shall be indemnified for any claim under Sections 11.1(iv) and (v) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDER exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Sections 11.1(iv) and (v) shall not be counted towards the Indemnification Threshold. The STOCKHOLDER shall not assert any claim (other than a Third Person claim) for indemnification hereunder against TCI PC or Newco either NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI PC or Newco the NEWCOS shall exceed $100,000, provided, however, that the Indemnification ThresholdSTOCKHOLDER and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against PC or the NEWCOS exceeds $100,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $100,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a material breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, NewcoPurchaser, the Surviving Corporation Company, and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Seller shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 32,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full, except as to claims under Section 10.1(vii) for which Purchaser shall be indemnified for claims exceeding the Indemnification Threshold. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Seller shall not assert any claim for indemnification hereunder against TCI Purchaser or Newco the Company until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders Seller may have against TCI Purchaser or Newco the Company shall exceed $32,000, whereupon such claims shall be indemnified in full. The limitation on assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller shall not be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation Purchaser and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller or the Shareholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Shareholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 27,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to None of the right to receive Seller or the merger consideration as set forth on Annex I, the Stockholders Shareholders shall not assert any claim for indemnification hereunder against TCI or Newco Purchaser until such time as, and solely to the extent that, as the aggregate of all claims which Seller or the Stockholders Shareholders may have against TCI or Newco Purchaser shall exceed $27,000, whereupon such claims shall be indemnified in full. The limitation on assertion of claims for indemnification contained in this paragraph shall apply only to claims based on inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Shareholders shall not be liable under this Section 11 Article 10 for an amount which exceeds the aggregate amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of the TCI DocuNet Stock received by a StockholderSeller, TCI the DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCIMARINEMAX, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified entitled to indemnification pursuant to Section 11.1 11.1, 11.2 or 11.2 11.5 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which that such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 240,000 (the "Indemnification ThresholdDeductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI MARINEMAX or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI MARINEMAX or Newco NEWCO shall exceed the Indemnification Thresholdsum of $240,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. The liability of the Company for breaches of its representations and warranties contained in this Agreement and for any indemnification obligation herein shall cease as of the Effective Time, and MARINEMAX and Surviving Corporation may recover for such breaches and recover for such indemnification only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. MARINEMAX and Surviving Corporation may recover for indemnification hereunder only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. It is hereby understood and agreed that STOCKHOLDERS may only satisfy an indemnification obligation through payment of stock, such stock to be valued as described immediately below, except as may otherwise be permitted and still preserve pooling-of-interests accounting treatment. Notwithstanding any other term of this AgreementAgreement to the contrary, no Stockholder provision of this Agreement shall limit or be liable under this Section 11 for an amount which exceeds the amount of proceeds received deemed to limit any liability or remedy one party may have against any other parties hereto that arises by such Stockholder in connection with the Mergerstatute or any applicable federal, state or local law. For purposes of calculating the value of the TCI MARINEMAX Stock received by a StockholderSTOCKHOLDERS, TCI MARINEMAX Stock shall be valued at its initial public offering price as set forth $13.00 per share. No provision of this Agreement or in the Registration Statement. It is hereby agreed that this Section 11 shall limit or be deemed to limit any liability or remedy one party may have against any other parties hereto with respect to a Stockholder shall have the right to satisfy an indemnification obligation through payment claim of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashfraud.

Limitations on Indemnification. TCIThe indemnification obligations of the Sellers set forth in Section 6.1 shall be subject to the following limitations: (a)The indemnification obligations of the Sellers to indemnify the Buyer Parties from and against any Buyer Indemnifiable Losses arising under Section 6.1(b) shall be on a joint and several basis; provided, Newcohowever, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 that each Seller shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, be liable in the aggregate of all claims which for more than such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% Seller’s Pro Rata Portion of the sum of (i) the cash paid to Stockholders Initial Purchase Price Payment plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except Earnout Payments, other than with respect to claims resulting from fraud or willful misconduct. (b)The aggregate liability of the right Sellers to receive indemnify the merger consideration as set forth on Annex IBuyer Parties from and against any Buyer Indemnifiable Losses arising under Section 6.1(b)(ii)(A) shall not, the Stockholders shall not assert in any claim for indemnification hereunder against TCI or Newco until such time asevent, and solely exceed an amount equal to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of net after-tax proceeds received by such Stockholder the Sellers in connection with the Merger. For purposes transactions contemplated hereby (the “Cap”); provided, however, that the Cap shall not apply to (i) any breach or inaccuracy of calculating the value any of the TCI Stock received by a StockholderFundamental Representations, TCI Stock or (ii) any claims relating to fraud or willful misconduct. (c)The Sellers shall not have any obligation to indemnify the Buyer Parties with respect to any Buyer Indemnifiable Losses arising under Section 6.1(b)(ii)(A-B-C-D) and to any Third Party Claim arising under Section 6.3 until the Buyer Parties shall first have suffered aggregate Buyer Indemnifiable Losses relating thereto in excess of Two Hundred and Fifty Thousand Euros (EUR 250,000) (the “Deductible”) (at which point the Sellers shall be valued at its initial public offering price as set forth in obligated to indemnify the Registration StatementBuyer Parties for the amount exceeding the aforesaid Buyer Indemnifiable Losses); provided, however, that the Deductible shall not apply to (i) any breach of any of the Fundamental Representations, or (ii) any claims relating to fraud or willful misconduct. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash3.

Limitations on Indemnification. TCI(a) Neither any Stockholder, Newcoon the one hand as an indemnifying party, nor the Surviving Corporation and Acquiror, on the other persons or entities indemnified pursuant hand as indemnifying party, shall be liable to Section 11.1 or 11.2 shall not assert the other in respect of any claim for indemnification hereunder against the Stockholders unless, until such time as, and solely to the extent that, that the aggregate of all claims which such persons may have against such the Stockholders shall damages claimed exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 600,000 (the "Indemnification ThresholdBasket Amount"). Except with respect to , whereupon the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person indemnified party shall be entitled to indemnification under this for all damages suffered or incurred by the indemnified party including those less than the Basket Amount; provided, however, that no limitation shall apply with respect to (i) any Damages incurred by an Indemnitee pursuant to Section 11 if 9.2(d) or with respect to any taxes not reflected in or reserved against on the Balance Sheet, or (ii) an intentional breach of the representations and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth warranties in this Agreement. Notwithstanding (b) Neither the Company and the Principal Stockholder, on the one hand, nor the Acquiror, on the other hand, shall be required to indemnify the other for an aggregate amount in excess of $80,000,000 (the "Liability Cap"), except for Damages to Acquiror resulting from the falsity of a representation or warranty of which any Knowledge Party who is a management employee, officer or director of the Principal Stockholder or its affiliates (other than EPITAXX) had actual knowledge at the time such representation or warranty was made or at the time of the Closing and as to which no disclosure was made as and when required hereunder, which Damages shall be subject to a Liability Cap of $400,000,000 (reduced by any other term of this AgreementDamages for which indemnification is provided hereunder). With respect to Stockholders other than the Principal Stockholder, no Stockholder there shall be liable under this Section 11 for an amount which exceeds a Liability Cap equal to the total amount of proceeds Merger Consideration received by such Stockholder in connection with the Mergerpursuant to this Agreement. For purposes of (c) In calculating the value of the TCI Stock Liability Cap, any insurance recoveries received by a Stockholder, TCI Stock the Indemnified Party shall be valued at its initial public offering price as set forth in subtracted from the Registration Statementaggregate Damages claimed. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.SECTION 9.5

Limitations on Indemnification. TCI, NewcoTSII, the Surviving Corporation COMPANY and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI TSII Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that TSII, the Stockholders COMPANY and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco TSII until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco TSII shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of TSII exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such 70 $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to and substantially the result of a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder none of the STOCKHOLDERS shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the STOCKHOLDERS in connection with the Mergertransactions contemplated hereby, provided that each STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of TSII Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI TSII Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), TSII Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by a Stockholder STOCKHOLDER pursuant to this Section 11 shall have be deemed to be a reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDER pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCI, NewcoTSII, the Surviving Corporation LLC and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders COMPANY or the STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against the COMPANY and such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the COMPANY and (ii) the value of the TCI TSII Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the COMPANY (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that TSII, the Stockholders LLC and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the COMPANY or any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The COMPANY and the STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco TSII until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders COMPANY and the STOCKHOLDERS may have against TCI TSII or Newco the LLC shall exceed $50,000, provided, however, that the Indemnification ThresholdCOMPANY and the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against TSII exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to and substantially the result of a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit equal to or in excess of the amount of such claim as a result of the claim or loss for which indemnification is sought. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder none of the COMPANY and the STOCKHOLDERS shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the COMPANY in connection with the Mergertransactions contemplated hereby. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of TSII Stock, or a combination thereof, at the COMPANY's or the STOCKHOLDER's election. For purposes of calculating the value of the TCI TSII Stock received or delivered by a Stockholderthe COMPANY or the STOCKHOLDERS (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), TSII Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the COMPANY or the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right COMPANY pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons Notwithstanding anything contained in Section 4.1 or entities indemnified pursuant to Section 11.1 4.2 hereof or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of elsewhere in this Agreement: (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect no Parent Shareholder shall be liable to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification Purchaser under this Section 11 if and Agreement except to the extent that such person's claim for indemnification is directly or indirectly related to the cumulative amount of indemnifiable Damages actually incurred by the Purchaser as a breach proximate result of all inaccuracies in the representations and warranties made by such person of any representation, warranty, covenant or other agreement set forth Parent Shareholder in this Agreement. Notwithstanding any other term Agreement actually exceeds the Unused Deductible Amount; and a Parent Shareholder shall only be required to pay, and shall only be liable for, the amount by which the cumulative amount of indemnifiable Damages actually incurred by the Purchaser as a proximate result of all such inaccuracies in the representations and warranties made by such Parent Shareholder in this Agreement, Agreement actually exceeds the Unused Deductible Amount; and (b) no Stockholder Parent Shareholder shall be liable under this Section 11 for Agreement with respect to any indemnification claim based on an amount which exceeds inaccuracy in any representation or warranty of such Parent Shareholder if any of the amount Purchaser's officers or directors had actual knowledge of proceeds received the inaccuracy in such representation or warranty (or of any facts or circumstances constituting or resulting in such inaccuracy) prior to the execution of this Agreement; provided, however, that the limitation provided by this clause "(b)" shall not be available to a Parent Shareholder if such Stockholder Parent Shareholder also had such actual knowledge of the inaccuracy in connection with such representation and warranty (or of such facts or circumstances constituting or resulting in such inaccuracy) prior to the Mergerexecution of the Purchase Agreement. For purposes of calculating this Section 4.4, "Unused Deductible Amount" shall mean the value $250,000 deductible amount referred to in Section 5.5 of the TCI Stock received by a StockholderPurchase Agreement, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion extent such deductible amount has not been utilized under the Purchase Agreement to reduce the amount of stock and cash received indemnification payments made to the Purchaser by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashEscrow Agent.

Limitations on Indemnification. TCIPC, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDER plus (ii) the value of the TCI PC Stock delivered to Stockholders STOCKHOLDER (calculated for purposes of calculating the value of the PC Stock, such PC Stock is to be valued at its initial public offering price as provided set forth in this Section 11.5the Registration Statement) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that PC, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 may assert and shall be indemnified for any claim under Sections 11.1(iv) and (v) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDER exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Sections 11.1(iv) and (v) shall not be counted towards the Indemnification Threshold. The STOCKHOLDER shall not assert any claim (other than a Third Person claim) for indemnification hereunder against TCI PC or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI PC or Newco NEWCO shall exceed $100,000, provided, however, that the Indemnification Threshold. No person STOCKHOLDER and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 may assert and shall be entitled to indemnification indemnified for any claim under this Section 11 if and to 11.2(v) at any time, regardless of whether the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.aggregate

Limitations on Indemnification. TCI(a) CTS, NewcoNEWCO, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 (other than the STOCKHOLDERS) shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons Persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders the STOCKHOLDERS plus (ii) the value (determined in accordance with Section 11.5(c) hereof) of the TCI CTS Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that CTS, NEWCO, the Stockholders Surviving Corporation and the other Persons or entities indemnified pursuant to Section 11.1 (other than the STOCKHOLDERS) may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such Persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under (i) Section 11.1(iv) or 11.1(v) or (ii) the Purchase Price Adjustment shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CTS, NEWCO, the Surviving Corporation or Newco the other Persons set forth in Section 11.1 (other than the STOCKHOLDERS) until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco shall exceed the Indemnification Thresholdany of such Persons exceeds $100,000. No person Person shall be entitled to indemnification under this Section 11 if and to the extent that such personPerson's claim for indemnification is directly or indirectly related to a breach by such person Person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco IES until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco IES shall exceed $50,000. Even after the $50,000 threshold for IES or the Indemnification ThresholdThreshold for a Stockholder has been met, all claims must be made in $10,000 increments, which claims may be cumulated in order to meet such $50,000 and $10,000 thresholds. For purposes of this paragraph, the IES Stock delivered to the Stockholders shall be valued at the initial public offering price as set forth in the Registration Statement. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder nearest one thousandth) on the five trading days preceding the date on which a claim for indemnification is made, as reported in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashThe Wall Street Journal.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of Notwithstanding anything to the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated contrary contained herein, except as provided in this Section 11.57.3, no Indemnified Party shall be entitled to receive an indemnification payment with respect to any claim or claims for breach of the representations and warranties contained in this Agreement (i) unless such claim, or the aggregate amount of such claims for Losses made by the Indemnified Party hereunder, equals or exceeds $100,000 (in which case all of such Losses back to the first dollar will be recoverable) or (bii) $100,000 (for an aggregate amount exceeding the "Indemnification Threshold"). Except and claims with respect to the right to receive the merger consideration as set forth on Annex I. Provided, the Stockholders shall not assert however, any claim for indemnification hereunder against TCI or Newco until such time as, under the Assumption of Samsung Litigation shall not be subject (i) to any $100,000 minimum and solely be fully recoverable from the Sellers from the first dollar and (ii) to the extent thatIndemnification Cap. For purposes of this Section 7.3(a), the aggregate “Indemnification Cap” shall mean one hundred percent (100%) of all claims which the Stockholders may have against TCI or Newco shall exceed Fair Market Value of the Indemnification Threshold. No person shall be entitled uSell Shares issued to indemnification the Sellers under this Section 11 if and Agreement. In lieu of damages for any Losses, the Sellers shall have the option but not the obligation, by notice delivered to the extent that Buyer, of satisfying any indemnification claim made by the Buyer hereunder by returning to the Buyer such person's number of uSell Shares as may be required to reimburse the Buyer for its Losses, based on the Fair Market Value of the uSell Shares so returned. Each Seller shall also have the option of satisfying any indemnification claim for indemnification is directly made by the Buyer with cash or indirectly related to a breach by such person with any combination of any representation, warranty, covenant or other agreement uSell Shares and cash. The limitations set forth in this Agreement. Notwithstanding Section 7.3(a) shall not apply: (i) to inaccuracies in or breaches of any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth Specified Representations; or (ii) in the Registration Statementcase of common law fraud. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.“

Limitations on Indemnification. TCI, NewcoLandCARE, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI LandCARE Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the MergerExchange. For purposes of calculating the value of the TCI LandCARE Stock received by a Stockholder, TCI LandCARE Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation Purchaser and the other persons or entities indemnified pursuant to this Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the The Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco Purchaser until such time as, and solely to the extent that, that the aggregate of all claims which the Stockholders may have against TCI or Newco Purchaser shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 8 if and to the extent that such person's claim for indemnification is directly or indirectly related to caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder The maximum aggregate liability Stockholders shall be liable have to Purchaser under this Section 11 8 for an amount which exceeds any Damages or other losses relating to environmental matters or claims ("Environmental Claims") shall be $1,000,000. The maximum aggregate liability Stockholders shall have to Purchaser under this Section 8 for any Damages or other losses relating to matters or claims other than Environmental Claims shall be $1,300,000. The maximum aggregate liability Stockholders shall have to Purchaser under this Section 8 (whether for Environmental Claims or for other matters or claims) shall be $1,800,000 (the amount of proceeds received by such Stockholder in connection with the Merger"Indemnification Limit"). For purposes of calculating the value A portion of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion Purchase Price equal to the proportion of stock Indemnification Limit shall be deposited at the Closing with an escrow agent reasonably satisfactory to Purchaser and cash received by such Stockholder Stockholders and held and released in connection accordance with the Merger, valued as described immediately above, but shall also have provisions of an Escrow Agreement in the right to satisfy any such obligation in cashform of Annex III hereto.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 No Indemnified Party shall not assert any claim (other than a Third Party Claim) for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons Indemnified Party may have against such the Stockholders an Indemnifying Party shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 800,000 (the "Indemnification ThresholdBasket Amount"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such at which time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person an Indemnified Party shall be entitled to seek indemnification under pursuant to this Section 11 if and Article 12, but only to the extent that such person's claim for indemnification is directly or indirectly related claims, in the aggregate, exceed the Basket Amount. For purposes of this Section 12.5, the Stockholders shall 57 be considered to be a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreementsingle Indemnifying and Indemnified Party and UniCapital and Newco shall be considered to be a single Indemnifying and Indemnified Party. Notwithstanding any other term of this Agreement, in no event shall any Stockholder shall be liable under this Section 11 Article 12 for an amount which exceeds the amount aggregate value (determined at the Merger Effective Date) of proceeds the Merger Consideration received by such Stockholder under this Agreement. Notwithstanding anything to the contrary contained in connection with this Agreement, the Merger. For purposes limitations upon indemnification contained in this Section 12.5 shall not apply to Losses arising out of calculating the value (i) any breach of the TCI Stock received representations and warranties of the Individual Stockholders contained in Sections 6.4, 6.5, 6.14, 6.25, 6.27 and 6.33 hereof or (ii) any breach by a StockholderUniCapital of any of its covenants under this Agreement. Notwithstanding the foregoing, TCI Stock the Basket Amount shall automatically increase by an amount (such amount is referred to as the "Basket Adjustment") equal to one percent of any Earn-Out Consideration that is finally determined to be valued at its initial public offering price due to the Stockholders pursuant to Section 2.5 hereof. If the Basket Amount is adjusted pursuant to the preceding sentence after such time as set forth any Indemnified Party, pursuant to this Article 12, has collected an amount in excess (such excess amount is referred to as the Registration Statement. It is hereby agreed that a Stockholder "Excess Indemnity") of the Basket Amount (prior to giving effect to the applicable Basket Adjustment), then such Indemnified Party, within 10 business days after the final determination of such Earn-Out Consideration, shall have pay to the right to satisfy Indemnifying Party an indemnification obligation through payment of a combination of stock and cash in proportion amount equal to the proportion lesser of stock applicable Basket Adjustment or the Excess Indemnity. In addition, notwithstanding any provision of this Agreement to the contrary, for the purposes of preventing a double recovery the Stockholders shall not be obligated to indemnify UniCapital or any other indemnified party pursuant to Section 12.1 or 12.2 with respect to any particular act, omission, condition or event if and cash received by to the extent that the loss resulting or arising from such Stockholder act, omission, condition or event has, directly or indirectly, been taken into account in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy computation of any such obligation Net Worth Deficiency provided for in cashSection 3.1.

Limitations on Indemnification. TCINotwithstanding the foregoing, NewcoHOLDING, NEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time asSTOCKHOLDERS giving the indemnification contemplated by this Section 11 unless, and solely to the extent that, the aggregate of all claims which such persons and entities may have against such STOCKHOLDERS shall exceed, in the Stockholders shall exceed the greater of (a) 1.0aggregate for all such claims, 2.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS giving the indemnification contemplated by this Section 11 plus (ii) the value (determined in accordance with the last paragraph of Section 11.5) of the TCI HOLDING Stock delivered to Stockholders (calculated as provided in STOCKHOLDERS giving the indemnification contemplated by this Section 11.5) or (b) $100,000 11 (the "Indemnification Threshold"). Except , provided, however, that except with respect to the right to receive the merger consideration as set forth matters specified on Annex ISchedule 11.5, HOLDING, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.1(iv) or 11.1(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) or 11.1(v) shall not be counted towards the Indemnification Threshold, other than with respect to the matters specified in Schedule 11.5 which shall count toward the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI HOLDING or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI HOLDING or Newco NEWCO shall exceed exceed, in the Indemnification Thresholdaggregate for all such claims, $100,000, provided, however, that the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons and entities may have against any of HOLDING or NEWCO exceeds $100,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $100,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount set forth opposite such STOCKHOLDER's name on Schedule 11.1, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) or 11.1(v) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of proceeds received cash or the delivery of HOLDING Stock, or a combination thereof as determined by such Stockholder the Indemnifying Party in connection with the Mergerits sole discretion. For purposes of calculating the value of the TCI HOLDING Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), the HOLDING Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIVPI, Newcothe NEWCOS, the Surviving Corporation Corporations and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that VPI, the Stockholders NEWCOS, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI VPI or Newco the NEWCOS until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI and the NEWCOS shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI and the NEWCOS exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought (i.e., the amount of such claim or loss for which indemnification is provided hereunder shall be reduced by the amount of such tax benefit). Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of VPI Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI VPI Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the 66 Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), VPI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDERS pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCIVPI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDER and Xxxxxxxx and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDER (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that VPI, NEWCO, the Stockholders Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDER exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI VPI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI or Newco VPI and NEWCO shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDER and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI and NEWCO exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought (i.e., the amount of such claim or loss for which indemnification is provided hereunder shall be reduced by the amount of such tax benefit). Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall not be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the STOCKHOLDER and Xxxxxxxx in connection with the Merger, provided that the STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of VPI Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI VPI Stock received or delivered by a Stockholderthe STOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), VPI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDER pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDER pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCICSI, Newco, the Surviving Corporation Newco and the other persons or and entities indemnified pursuant to Section 11.1 or 11.2 9.2 shall not assert any claim hereunder against the Principal Stockholder that relates to Section 1374 Taxes until such time as, only to the extent that, the aggregate amount of all such claims for Section 1374 Taxes which such persons may have against the Principal Stockholder shall exceed $1,000,000; PROVIDED, HOWEVER, that the foregoing limitation shall not apply to Section 1374 Taxes which relate to real property. CSI, Newco and the other persons and entities indemnified pursuant to Section 9.2 shall not assert any claim under Section 9.2(viii) until such time as, only to the extent that, the aggregate amount of all such claims under Section 9.2(viii) which such persons may have against the Principal Stockholder shall exceed $100,000. Except for claims for indemnification under Section 9.2(vii), CSI, Newco and the other persons and entities indemnified pursuant to Section 9.2 shall not assert any claim (including, without limitation, any claims for Section 1374 Taxes that are related to real property, but excluding (i) any other claims for Section 1374 Taxes, which are subject only to the limitation in the first sentence of this Section 9.6, and (ii) any claims under Section 9.2(viii), which are subject only to the limitation in the second sentence of this Section 9.6) for indemnification hereunder against the Principal Stockholder until such time as, and only to the extent that, the aggregate amount of all such claims which such persons may have against the Principal Stockholder shall exceed $500,000 (the "Indemnification Threshold"). The Principal Stockholder shall not assert any claim for indemnification hereunder against the Stockholders CSI until such time as, and solely only to the extent that, the aggregate amount of all such claims which such persons the Principal Stockholder may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco CSI shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 9 if and to the extent that such person's claim for indemnification is directly or indirectly related to caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in is this Agreement. Notwithstanding any other term The aggregate liability of this Agreement, no the Principal Stockholder shall be liable for indemnification claims under this Section 11 for an amount which exceeds 9 shall be limited to the aggregate amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating Merger Consideration; PROVIDED, HOWEVER, that the value aggregate liability of the TCI Stock received by a StockholderPrincipal Stockholder for indemnification claims under this Section 9 with respect to any breach of any representation or warranty that relates to (i) Taxes (including, TCI Stock shall be valued at its initial public offering price as without limitation, the representations and warranties set forth in Section 3.17), (ii) environmental matters (including, without limitation, the Registration Statement. It is hereby agreed that a Stockholder representations and warranties set forth in Section 3.9) and (iii) Illegal Acts (including, without limitation, the representations and warranties set forth in Sections 3.8, 3.16 and 3.25), shall have the right to satisfy an no limit. The aggregate liability of CSI for indemnification obligation through payment of a combination of stock and cash in proportion equal claims under this Section 9 shall be limited to the proportion aggregate amount of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashMerger Consideration.

Limitations on Indemnification. TCIMARINEMAX, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified entitled to indemnification pursuant to Section 11.1 11.1, 11.2 or 11.2 11.5 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which that such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of Seventy-Nine Thousand, Two Hundred Forty-One Dollars (i$79,241) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification ThresholdDeductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI MARINEMAX or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI MARINEMAX or Newco NEWCO shall exceed the Indemnification Thresholdsum of of Seventy-Nine Thousand, Two Hundred Forty-One Dollars ($79,241). No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding The liability of the Company for breaches of its representations and warranties contained in this Agreement and for any other term indemnification obligation herein shall cease as of this the Effective Time, and MARINEMAX and Surviving Corporation may recover for such breaches and recover for such indemnification only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal except to the proportion of stock extent specific and cash received separate indemnification is provided by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashSTOCKHOLDERS.

Limitations on Indemnification. TCINone of CSI, Newcoany NEWCO, the any Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CSI or Newco any NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CSI or Newco any or all NEWCOs shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIPurchaser, Newco, the Surviving Corporation Parent and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller or the Shareholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Shareholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 34,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to None of the right to receive Seller or the merger consideration as set forth on Annex I, the Stockholders Shareholders shall not assert any claim for indemnification hereunder against TCI Purchaser or Newco Parent until such time as, and solely to the extent that, as the aggregate of all claims which Seller or the Stockholders Shareholders may have against TCI Purchaser or Newco Parent shall exceed $34,000, whereupon such claims shall be indemnified in full. The limitation on assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Shareholders shall not be liable under this Section 11 Article 10 for an amount which exceeds the aggregate amount of proceeds received by such Stockholder the Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of the TCI DocuNet Stock received by a StockholderSeller, TCI the DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Mergerapplicable survival period, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashif applicable.

Limitations on Indemnification. TCINone of CSI, Newcoany NEWCO, the any Surviving Corporation and the nor any other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDER plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDER (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI CSI or Newco any NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI CSI or Newco any or all NEWCOs shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIPurchaser, the Company, Newco, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Sellers until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Sellers shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 37,500 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Sellers shall not assert any claim for indemnification hereunder against TCI Purchaser, the Company, Newco or Newco the Surviving Corporation until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Sellers may have against TCI Purchaser, the Company, Newco or Newco the Surviving Corporation shall exceed $37,500, whereupon such claims shall be indemnified in full. The limitation of assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Seller shall be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCIMARINEMAX, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified entitled to indemnification pursuant to Section 11.1 11.1, 11.2 or 11.2 11.5 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which that such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 250,000 (the "Indemnification ThresholdDeductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI MARINEMAX or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI MARINEMAX or Newco NEWCO shall exceed the Indemnification Thresholdsum of $250,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. The liability of the Company for breaches of its representations and warranties contained in this Agreement and for any indemnification obligation herein shall cease as of the Effective Time, and MARINEMAX and Surviving Corporation may recover for such breaches and recover for such indemnification only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. MARINEMAX and Surviving Corporation may recover for indemnification hereunder only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. It is hereby understood and agreed that STOCKHOLDERS may only satisfy an indemnification obligation through payment of stock, such stock to be valued as described immediately below, except as may otherwise be permitted and still preserve pooling-of-interests accounting treatment. Notwithstanding any other term of this AgreementAgreement to the contrary, no Stockholder provision of this Agreement shall limit or be liable under this Section 11 for an amount which exceeds the amount of proceeds received deemed to limit any liability or remedy one party may have against any other parties hereto that arises by such Stockholder in connection with the Mergerstatute or any applicable federal, state or local law. For purposes of calculating the value of the TCI MARINEMAX Stock received by a StockholderSTOCKHOLDERS, TCI MARINEMAX Stock shall be valued at its initial public offering price as set forth $13.00 per share. No provision of this Agreement or in the Registration Statement. It is hereby agreed that this Section 11 shall limit or be deemed to limit any liability or remedy one party may have against any other parties hereto with respect to a Stockholder shall have the right to satisfy an indemnification obligation through payment claim of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashfraud.

Limitations on Indemnification. TCIPurchaser, the Company, Newco, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Sellers until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Sellers shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 39,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Sellers shall not assert any claim for indemnification hereunder against TCI Purchaser, the Company, Newco or Newco the Surviving Corporation until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Sellers may have against TCI Purchaser, the Company, Newco or Newco the Surviving Corporation shall exceed $39,000, whereupon such claims shall be indemnified in full. The limitation on assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Seller shall be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCINotwithstanding anything to the contrary in Section 11.1, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 Seller shall not assert have any claim for indemnification hereunder obligation to indemnify Purchaser from and against the Stockholders until such time asany Adverse Consequences based upon, and solely to the extent that, the aggregate arising out of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum or otherwise in respect of (i) the cash paid to Stockholders plus breach of any representation or warranty of Seller contained in the Agreement or in any certificate, instrument or document delivered pursuant hereto, or (ii) any claim brought by any third party arising out of 50 or related to the value alleged infringement of the TCI Stock delivered intellectual property rights of such third party by any of the Intellectual Property Assets: (A) if Purchaser has suffered Adverse Consequences in respect of any such individual breach or claim in an amount less than Six Thousand Dollars ($6,000), below which amount of Adverse Consequences with respect to Stockholders any such individual breach Seller will have no obligation to indemnify Purchaser; (calculated as provided B) until Purchaser has suffered Adverse Consequences in this Section 11.5respect of all such breaches or claims in excess of a Five Hundred Thousand Dollars ($500,000) aggregate deductible, above which amount of Adverse Consequences Seller will be obligated to indemnify Purchaser, or its assigns, from and against further such Adverse Consequences in excess of such deductible amount; and (bC) $100,000 (to the "extent the Adverse Consequences Purchaser has suffered in respect of all such breaches exceeds an aggregate ceiling equal to the Indemnification Threshold")Escrow Amount, above which amount of Adverse Consequences Seller will have no obligation to indemnify Purchaser from and against further Adverse Consequences. Except However, any Adverse Consequences arising with respect to the right UK Subsidiary are subject to receive clauses (A), (B) and (C) above. Notwithstanding anything to the merger consideration as set forth on Annex Icontrary in Section 11.1, the Stockholders Purchaser shall not assert have any claim for indemnification hereunder obligation to indemnify Seller from and against TCI any Adverse Consequences caused by the breach of any representation or Newco warranty of Purchaser contained in the Agreement: (A) until Seller has suffered Adverse Consequences by reason of all such time asbreaches in excess of a Five Hundred Thousand Dollars ($500,000) aggregate deductible, above which amount of Adverse Consequences Purchaser will be obligated to indemnify Seller, or its assigns, from and solely against further such Adverse Consequences in excess of such deductible amount; and (B) to the extent that, the aggregate Adverse Consequences Seller has suffered by reason of all claims which the Stockholders may have against TCI or Newco shall exceed such breaches exceeds an aggregate ceiling equal to the Indemnification ThresholdEscrow Amount, above which amount of Adverse Consequences Purchaser will have no obligation to indemnify Seller from and against further Adverse Consequences. No person Notwithstanding anything to the contrary in Section 11.1, Seller shall be entitled not have any obligation to indemnification under this Section 11 if indemnify Purchaser or the UK Subsidiary from and against any Adverse Consequences based upon any Liability to the extent that such person's claim it was reflected or provision, reserve or allowance has been made for indemnification is directly or indirectly related to a breach by such person of any representationthat Liability, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value calculation of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashUK Net Asset Value.

Limitations on Indemnification. TCIMARINEMAX, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified entitled to indemnification pursuant to Section 11.1 11.1, 11.2 or 11.2 11.5 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which that such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 250,000 (the "Indemnification ThresholdDeductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI MARINEMAX or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI MARINEMAX or Newco NEWCO shall exceed the Indemnification Thresholdsum of $250,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. The liability of the Company for breaches of its representations and warranties contained in this Agreement and for any indemnification obligation herein shall cease as of the Effective Time, and MARINEMAX and Surviving Corporation may recover for such breaches and recover for such indemnification only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. MARINEMAX and Surviving Corporation may recover for indemnification hereunder only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, except to the extent specific and separate indemnification is provided by the STOCKHOLDERS. It is hereby understood and agreed that STOCKHOLDERS may only satisfy an indemnification obligation through payment of stock, such stock to be valued as described immediately below, except as may otherwise be permitted and still preserve pooling-of-interests accounting treatment. Notwithstanding any other term of this AgreementAgreement to the contrary, no Stockholder provision of this Agreement shall limit 34 40 or be liable under this Section 11 for an amount which exceeds the amount of proceeds received deemed to limit any liability or remedy one party may have against any other parties hereto that arises by such Stockholder in connection with the Mergerstatute or any applicable federal, state or local law. For purposes of calculating the value of the TCI MARINEMAX Stock received by a StockholderSTOCKHOLDERS, TCI MARINEMAX Stock shall be valued at its initial public offering price as set forth $13.00 per share. No provision of this Agreement or in the Registration Statement. It is hereby agreed that this Section 11 shall limit or be deemed to limit any liability or remedy one party may have against any other parties hereto with respect to a Stockholder shall have the right to satisfy an indemnification obligation through payment claim of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashfraud.

Limitations on Indemnification. TCI, NewcoHome, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders Owners until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Owners shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders Owners plus (ii) the value of the TCI Home Stock delivered to Stockholders Owners (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Owners shall not assert any claim for indemnification hereunder against TCI or Newco Home until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Owners may have against TCI or Newco Home shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Owner shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder Owner in connection with the MergerExchange. For purposes of calculating the value of the TCI Home Stock received by a StockholderOwner, TCI Home Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder an Owner shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder Owner in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation CLC and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder pursuant to Section 11.1 against the Stockholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders pursuant to Section 11.1 shall exceed the greater of (a) 1.0% one percent of the sum of (i) the cash paid to the Stockholders plus pursuant to Section 3.1 and (ii) the value of the TCI CLC Stock delivered to the Stockholders (calculated as provided in this pursuant to Section 11.5) or (b) $100,000 (3.1 valued at the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration initial public offering price as set forth on Annex Iin the Registration Statement, and then only to the extent of claims in excess of such sum. Stockholders shall not assert any claim for indemnification hereunder under Section 11.3 against TCI or Newco CLC until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders may have against TCI or Newco CLC shall exceed the Indemnification Threshold$100,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding The Stockholders may pay any other term indemnification obligation under Section 11 with cash or a combination of cash and CLC Stock; provided that the percentage of the obligation satisfied with CLC Stock does not exceed the percentage of the CLC Stock comprising the total Acquisition Consideration received by the Stockholder paying such indemnification obligation (i.e., the percentage of the obligation payable in CLC Stock will be determined on a Stockholder by Stockholder basis using the Acquisition Consideration received by the Stockholder in question). For the purpose of crediting Stockholders for payments made pursuant to this AgreementSection 11 in CLC Stock, no the CLC Stock shall be valued at the greater of (i) the initial public offering price as set forth in the Registration Statement and (ii) the average of the closing prices of the CLC Stock (rounded to the nearest one thousandth) on the twenty trading days preceding the date on which the indemnification obligation is paid by the Stockholder, as reported in The Wall Street Journal. No Stockholder shall be liable under this Section 11 for an aggregate amount which exceeds the amount of proceeds Acquisition Consideration received by such Stockholder in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating the value of the TCI CLC Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as paid to the The limitations set forth in this Section 11.6 shall apply to all breaches of representations, warranties or covenants except for those representations and warranties set forth in Sections 5.3, 5.22 and 5.29(c). The parties hereto will make appropriate adjustments for insurance proceeds and tax benefits actually received by CLC and/or the Registration Statement. It is hereby agreed that a Stockholder shall have Company in determining the right to satisfy an amount of any indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashthis Section 11.

Limitations on Indemnification. TCI(a) CTS, NewcoNEWCO, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 (other than the STOCKHOLDERS) shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons Persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders the STOCKHOLDERS plus (ii) the value (determined in accordance with Section 11.5(c) hereof) of the TCI CTS Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I; provided, however, that CTS, NEWCO, the Stockholders Surviving Corporation and the other Persons or entities indemnified pursuant to Section 11.1 (other than the STOCKHOLDERS) may assert and shall be indemnified for any claim under (i) Section 11.1(iv) or 11.1(v) or (ii) the Purchase Price Adjustment at any time, regardless of whether the aggregate of all claims which such Persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under (i) Section 11.1(iv) or 11.1(v) or (ii) the Purchase Price Adjustment shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CTS, NEWCO, the Surviving Corporation or Newco the other Persons set forth in Section 11.1 (other than the STOCKHOLDERS) until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco shall exceed the Indemnification Thresholdany of such Persons exceeds $100,000. No person Person shall be entitled to indemnification under this Section 11 if and to the extent that such personPerson's claim for indemnification is directly or indirectly related to a breach by such person Person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, NewcoTSII, the Surviving Corporation LLC and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders COMPANY or the STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against the COMPANY and such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the COMPANY and (ii) the value of the TCI TSII Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the COMPANY (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that TSII, the Stockholders LLC and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the COMPANY or any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The COMPANY and the STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco TSII until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders COMPANY or the STOCKHOLDERS may have against TCI or Newco TSII shall exceed $50,000, provided, however, that the Indemnification ThresholdCOMPANY, the STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of TSII or the LLC exceeds $50,000, it being understood that the amount of any such 77 claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder none of the COMPANY or the STOCKHOLDERS shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the COMPANY in connection with the Mergertransactions contemplated hereby, provided that the COMPANY's and each STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of TSII Stock, or a combination thereof, at the COMPANY's or the STOCKHOLDER's election. For purposes of calculating the value of the TCI TSII Stock received or delivered by a Stockholderthe COMPANY or the STOCKHOLDERS (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), TSII Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the COMPANY or the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right COMPANY pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% Notwithstanding the provisions of the sum of (iSections 7.02(a) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or and (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable required to indemnify or hold harmless any of the INVATEC Indemnified Parties on account of any INVATEC Indemnified Loss under Sections 7.02(a) and (b) unless the Pro Rata Share of liability of that Stockholder in respect of that INVATEC Indemnified Loss, when aggregated with the liability of that Stockholder in respect of the sum of his Pro Rata Share of (i) all INVATEC Unindemnified Losses and (ii) all INVATEC Indemnified Losses under Sections 7.02(a) and 7.02(b), exceeds, and only to the extent the aggregate amount of his Pro Rata Share of all those INVATEC Unindemnified Losses and INVATEC Indemnified Losses does exceed, his Pro Rata Share of the Threshold Amount. In no event shall (i) the aggregate liability of the Stockholders under this Section 11 for an amount which exceeds Agreement, including Sections 7.02(a) and 7.02(b), exceed the amount Ceiling Amount or (ii) the aggregate liability of proceeds received by each Stockholder under this Agreement, including Sections 7.02(a) and 7.02(b), exceed that Stockholder's Pro Rata Share of the Ceiling Amount. In addition, to the extent that INVATEC is entitled to any indemnity hereunder from the Stockholders, the Stockholders shall be entitled to surrender to INVATEC shares of INVATEC Common Stock in lieu of cash, such Stockholder in connection with INVATEC Common Stock to be valued at the MergerCalculated Value determined on the last trading day immediately prior to the date of surrender of such shares to INVATEC. For purposes of calculating determining the value amount of the TCI Stock received by a StockholderINVATEC Indemnified Losses, TCI Stock shall no effect will be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right given to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal any resulting Tax benefit to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashINVATEC Indemnified Party.

Limitations on Indemnification. TCI(a) CTS, NewcoNEWCO, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 (other than the STOCKHOLDERS) shall not assert any claim other than a Third Person claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons Persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders the STOCKHOLDERS plus (ii) the value (determined in accordance with Section 11.5(c) hereof) of the TCI CTS Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I; provided, however, that CTS, NEWCO, the Stockholders Surviving Corporation and the other Persons or entities indemnified pursuant to Section 11.1 (other than the STOCKHOLDERS) may assert and shall be indemnified for any claim under (i) Section 11.1(iv) or 11.1(v) or (ii) the Purchase Price Adjustment at any time, regardless of whether the aggregate of all claims which such Persons may have against any STOCKHOLDER or all STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under (i) Section 11.1(iv) or 11.1(v) or (ii) the Purchase Price Adjustment shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CTS, NEWCO, the Surviving Corporation or Newco the other Persons set forth in Section 11.1 (other than the STOCKHOLDERS) until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco shall exceed the Indemnification Thresholdany of such Persons exceeds $100,000. No person Person shall be entitled to indemnification under this Section 11 if and to the extent that such personPerson's claim for indemnification is directly or indirectly related to a breach by such person Person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation Purchaser and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Seller or the Shareholders until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Shareholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 15,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to None of the right to receive Seller or the merger consideration as set forth on Annex I, the Stockholders Shareholders shall not assert any claim for indemnification hereunder against TCI or Newco Purchaser until such time as, and solely to the extent that, as the aggregate of all claims which Seller or the Stockholders Shareholders may have against TCI or Newco Purchaser shall exceed $15,000, whereupon such claims shall be indemnified in full. The limitation on assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Thresholdtransaction contemplated by this Agreement. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Shareholders shall not be liable under this Section 11 Article 10 for an amount which exceeds the aggregate amount of proceeds received by such Stockholder each Shareholder in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of the TCI DocuNet Stock received by a StockholderSeller, TCI the DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Mergerapplicable survival period, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashif applicable.

Limitations on Indemnification. TCIMARINEMAX, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified entitled to indemnification pursuant to Section 11.1 11.1, 11.2 or 11.2 11.5 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which that such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of One Hundred Twenty-Nine Thousand, Two Hundred Eight-Seven Dollars (i$129,287) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification ThresholdDeductible"); and after such Indemnification Deductible amount has been attained, only claims in excess of such amount shall be indemnified hereunder. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI MARINEMAX or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI MARINEMAX or Newco NEWCO shall exceed the Indemnification Thresholdsum of of One Hundred Twenty-Nine Thousand, Two Hundred Eight-Seven Dollars ($129,287). No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding The liability of the Company for breaches of its representations and warranties contained in this Agreement and for any other term indemnification obligation herein shall cease as of this the Effective Time, and MARINEMAX and Surviving Corporation may recover for such breaches and recover for such indemnification only from the MARINEMAX Stock held in escrow pursuant to and as provided in the Escrow and Security Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal except to the proportion of stock extent specific and cash received separate indemnification is provided by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashSTOCKHOLDERS.

Limitations on Indemnification. TCIMetals, Newco, the Surviving Corporation Purchaser and the other persons or entities indemnified pursuant to this Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders Company until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Company shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 75,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The Company shall not assert any claim for indemnification hereunder against TCI Metals or Newco Purchaser until such time as, and solely to the extent that, that the aggregate of all claims which the Stockholders Company may have against TCI Metals or Newco Purchaser shall exceed the Indemnification Threshold. The Company's aggregate liability for indemnification for breaches of representations or warranties contained in this Agreement shall under no circumstances exceed $750,000. A portion of the Purchase Price equal to $750,000 (the "Escrowed Funds") shall be placed into an escrow account and held and disbursed in accordance with the terms of an Escrow Agreement in the form of Annex V hereto. The amount of any Damages incurred by Purchaser hereunder shall be disbursed to Purchaser from the Escrowed Funds in accordance with the terms of such Escrow Agreement. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to caused by a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding The indemnification provided for herein shall be the exclusive remedy in any action seeking damages or any other term form of monetary relief brought by any party to this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy Agreement against any such obligation in cashother party hereto.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation CSI and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco CSI until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco CSI shall exceed the Indemnification Threshold. $50,000 No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the MergerExchange. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCIPurchaser, the Company, Newco, the Surviving Corporation Corporation, and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 10.1 shall not assert any claim for indemnification hereunder against the Stockholders Sellers until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders Sellers shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 15,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in full. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders Sellers shall not assert any claim for indemnification hereunder against TCI Purchaser, Newco, the Surviving Corporation or Newco the Company until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders Sellers may have against TCI Purchaser or Newco the Company shall exceed $15,000, whereupon such claims shall be indemnified in full. The limitation of assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the Indemnification Threshold. transaction contemplated by this Agreement.. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder Seller shall be liable under this Section 11 Article 10 or otherwise for an amount which exceeds the amount of proceeds received by such Stockholder Seller in connection with the Mergertransactions contemplated herein. For purposes of calculating the value of foregoing limitation, the TCI Stock received by a Stockholder, TCI DocuNet Common Stock shall be valued at its initial public offering price the Initial Public Offering Price. No claim under this Article 10 shall be made unless an Indemnity Notice, an Unliquidated Indemnity Notice or a Claim Notice (as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal applicable) has been given prior to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashapplicable survival period.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the MergerExchange (including, in the cases of Messrs. Ketchum and Work, the value of the Warrants issued to them by TCI in xxxxxxxion with the Closing). For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the MergerExchange, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCICSI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDERS plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDERS (calculated as provided in the this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI CSI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI CSI or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock or interests in BW/CEC, BW/BEC or the Partnership. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder nearest one thousandth) on the five trading days preceding the date on which a claim for indemnification is made, as reported in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashThe Wall Street Journal.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation IES and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI IES Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) ), or (b) $100,000 50,000 (the "Indemnification -43- 52 Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco IES until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco IES shall exceed $50,000. Even after the $50,000 threshold for IES or the Indemnification ThresholdThreshold for a Stockholder has been met, all claims must be made in $10,000 increments, which claims may be cumulated in order to meet such $50,000 and $10,000 thresholds. For purposes of this paragraph, the IES Stock delivered to the Stockholders shall be valued at the initial public offering price as set forth in the Registration Statement. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds eighty-five percent (85%) of the amount of proceeds received by such Stockholder (valued as of the Consummation Date) in connection with the Mergerpurchase and sale of the Company Stock. For purposes of calculating crediting Stockholders for payments made pursuant to Section 11.1, the value of the TCI Stock received by a Stockholder, TCI IES Stock shall be valued at its the greater of (a) the initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have Statement and (b) the right to satisfy an indemnification obligation through payment average of a combination the closing prices of stock and cash in proportion equal the IES Stock (rounded to the proportion of stock and cash received by such Stockholder nearest one thousandth) on the five trading days preceding the date on which a claim for indemnification is made, as reported in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashThe Wall Street Journal.

Limitations on Indemnification. TCICSI, NewcoNEWCO, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders STOCKHOLDER plus (ii) the value of the TCI CSI Stock delivered to Stockholders STOCKHOLDER (calculated as provided in this Section 11.5) or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI CSI or Newco NEWCO until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI CSI or Newco NEWCO shall exceed the Indemnification Threshold$50,000. No person shall be entitled to indemnification under this Section 11 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Merger. For purposes of calculating the value of the TCI CSI Stock received by a StockholderSTOCKHOLDER, TCI CSI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby understood and agreed that a Stockholder shall have the right to STOCKHOLDER may satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder STOCKHOLDER in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 (a) AmPaM shall not assert any claim for indemnification hereunder under this Section 11 against the Stockholders until such time as, and solely to the extent that, the aggregate of all claims which such persons AmPaM may have against such the Stockholders shall exceed the greater of (a) 1.03.0% of the sum of (i) the cash paid to the Stockholders pursuant to Section 1.2 plus (ii) the value of the TCI AmPaM Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5) plus (iii) the principal amount of the AmPaM Notes delivered to the Stockholders pursuant to Section 1.2 (iv) plus the value of the AmPaM Series A Preferred Stock delivered to the Stockholders pursuant to Section 1.2 (calculated as provided in this Section 11.5), or (b) $100,000 50,000 (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco AmPaM until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders may have against TCI or Newco AmPaM shall exceed $50,000; provided, however, that this sentence shall not be applicable with respect of any failure by AmPaM to (i) deliver the consideration specified in Annex I hereto on the Closing Date upon the satisfaction, or waiver by AmPaM, of all conditions to the occurrence of the Closing Date specified in Section 9 or (ii) comply with its obligations pursuant to Section 10.1. After the $50,000 threshold for AmPaM (subject to the proviso in the preceding sentence) or the Indemnification Threshold. No person shall Threshold for a Stockholder has been met, all claims must be entitled made in $10,000 increments, which claims may be cumulated in order to indemnification under this Section 11 if and to the extent that meet such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger$10,000 thresholds. For purposes of calculating this paragraph, the value of AmPaM Stock delivered to the TCI Stock received by a Stockholder, TCI Stock Stockholders shall be valued at its initial public offering price as set forth in $13.00 per share and the Registration Statement. It is hereby agreed that a Stockholder AmPaM Series A Preferred Stock delivered to the Stockholders shall have the right to satisfy an indemnification obligation through payment a stated value of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash$13.00 per share.

Limitations on Indemnification. TCINotwithstanding anything in this ------------------------------ Article 9 to the contrary, Newco, the Surviving Corporation and the Seller shall not be obligated to indemnify Buyer or any other persons or entities indemnified Person for any items otherwise subject to indemnification pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders until such time as, and solely to the extent that, this Article 9 unless the aggregate indemnification obligation of Seller with respect to all claims which such persons Buyer and other Persons may have against such the Stockholders it pursuant to this Article 9 shall exceed the greater of $20,000 (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 (the "Indemnification Threshold"). Except Notwithstanding the foregoing sentence, no claim or claims which result from or are based on the Retained Liabilities, or Seller's failure to pay the Retained Liabilities, shall at any time be subject to Indemnification Threshold. Notwithstanding anything in this Article 9 to the contrary, neither Buyer nor Medical Resources shall be obligated to indemnify Seller or any other Person for any items otherwise subject to indemnification pursuant to this Section 9, unless the aggregate indemnification obligation of Buyer and Medical Resources with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders shall not assert any claim for indemnification hereunder against TCI or Newco until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders Seller and other Persons may have against TCI or Newco Buyer and Medical Resources pursuant to this Section 9 shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 if and to To the extent that such person's the Indemnification Threshold is exceeded, the Indemnitor shall bear all Losses (i.e., the Indemnification Threshold is not to be deemed a deductible ---- amount). Notwithstanding the foregoing, no claim for indemnification is directly or indirectly related to a claims which result from or are based on the Assumed Liabilities, or any breach by such person Buyer of its obligation to pay or perform the Assumed Liabilities, shall at any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall time be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal subject to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashIndemnification Threshold.

Limitations on Indemnification. TCI, NewcoTSII, the Surviving Corporation LLC and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders COMPANY or the STOCKHOLDER until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against the COMPANY or such the Stockholders STOCKHOLDER shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the COMPANY and (ii) the value of the TCI TSII Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the COMPANY (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that TSII, the Stockholders LLC and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the COMPANY and the STOCKHOLDER exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The COMPANY and the STOCKHOLDER shall not assert any claim for indemnification hereunder against TCI or Newco TSII until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDER may have against TCI or Newco TSII shall exceed $50,000, provided, however, that the Indemnification ThresholdCOMPANY and the STOCKHOLDER and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of TSII exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to and substantially a result of a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder the COMPANY and the STOCKHOLDER shall not be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the COMPANY in connection with the Mergertransactions contemplated hereby, provided that the COMPANY's and the STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. For purposes of calculating Indemnity obligations hereunder may be satisfied through the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of cash or the delivery of TSII Stock, or a combination of stock and cash in proportion equal to thereof, at the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.COMPANY's or the

Limitations on Indemnification. TCI, NewcoTSII, the Surviving Corporation COMPANY and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI TSII Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"). Except with respect to the right to receive the merger consideration as set forth on Annex I, provided, however, that TSII, the Stockholders COMPANY and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco TSII until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco TSII shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of TSII exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to and substantially a result of a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder the STOCKHOLDERS shall not be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder the STOCKHOLDERS in connection with the Mergertransactions contemplated hereby, provided that the STOCKHOLDERS' indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of TSII Stock, or a combination thereof, at the STOCKHOLDERS' election. For purposes of calculating the value of the TCI TSII Stock received or delivered by a Stockholderthe STOCKHOLDERS (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), TSII Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right STOCKHOLDERS pursuant to satisfy any such obligation in cashSection 3.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation VPI and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"), provided, however, that VPI and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco VPI until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI shall exceed $50,000, provided, however, that the Indemnification ThresholdSTOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be indemnified for any claim under Section 11.2(v) at any time, regardless of whether the aggregate of all claims which such persons may have against any of VPI exceeds $50,000, it being understood that the amount of any such claim under Section 11.2(v) shall not be counted towards such $50,000 amount. No person shall be entitled to indemnification under this Section 11 if and to the extent that that: (a) such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement; or (b) such person receives a tax benefit as a result of the claim or loss for which indemnification is sought (i.e., the amount of such claim or loss for which indemnification is provided hereunder shall be reduced by the amount of such tax benefit). VPI and the other persons or entities indemnified pursuant to Section 11.1 shall not assert any claim for indemnification for a breach, if any, of the representation made in the third sentence of Section 5.11 hereof prior to the date that is eighteen months after the Closing Date. Notwithstanding any other term of this AgreementAgreement (except the proviso to this sentence), no Stockholder STOCKHOLDER shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder STOCKHOLDER in connection with the Mergertransactions contemplated hereby, provided that a STOCKHOLDER's indemnification obligations pursuant to Section 11.1(iv) shall not be limited. Indemnity obligations hereunder may be satisfied through the payment of cash or the delivery of VPI Stock, or a combination thereof, at the STOCKHOLDER's election. For purposes of calculating the value of the TCI VPI Stock received or delivered by a StockholderSTOCKHOLDER (for purposes of determining the Indemnification Threshold, TCI the limitation on indemnity set forth in the second preceding sentence and the amount of any indemnity paid), VPI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that Any indemnification payment made by the STOCKHOLDERS pursuant to this Section 11 shall be deemed to be a Stockholder shall have reduction in the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash consideration received by such Stockholder the STOCKHOLDERS pursuant to Section 3. The provisions of this Section 11 shall be contained in the Other Agreements executed in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cashVPI Plan of Organization.

Limitations on Indemnification. TCIThe Purchaser, Newco, the Surviving Corporation and the other persons Persons or entities indemnified pursuant to Section 11.1 or 11.2 hereunder shall not assert any claim for or be entitled to indemnification hereunder against the Stockholders Seller or the Members until such time as, and solely to the extent that, as the aggregate of all claims which such persons may have against such the Stockholders Seller or the Members shall exceed the greater of (a) 1.0% of the sum of (i) the cash paid to Stockholders plus (ii) the value of the TCI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 10,000 (the "Indemnification Threshold"), whereupon such claims shall be indemnified in excess of the Indemnification Threshold. Except with respect to Neither the right to receive Seller nor the merger consideration as set forth on Annex I, the Stockholders Members shall not assert any claim for indemnification hereunder against TCI or Newco the Purchaser until such time as, and solely to the extent that, as the aggregate of all claims which the Stockholders Seller or the Members may have against TCI or Newco the Purchaser shall exceed the Indemnification Threshold, whereupon such claims shall be indemnified in excess of the Indemnification Threshold. The limitation on the assertion of claims for indemnification contained in this paragraph shall apply only to claims based upon inaccuracies in, or breaches of, representations and warranties contained in this Agreement or any document, instrument, certificate or other item required to be furnished pursuant to this Agreement or in connection with the transaction contemplated by this Agreement. In addition, the Indemnification Threshold shall be separate and apart from the Rework Threshold and any claims in connection with the Rework Expenses shall not apply to the Indemnification Threshold. No person shall be entitled to indemnification under this Section 11 Article 10 if and to the extent that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder the Seller and the Members on the one hand, and the Purchaser on the other hand, shall not be liable under this Section 11 Article 10 for an amount which exceeds $625,000. No claim under this Article 10 shall be made unless an Indemnity Notice, or a Claim Notice (as applicable) has been given prior to the applicable survival period. In computing the amount of proceeds received any Indemnifiable Loss which is sustained, suffered or incurred by such Stockholder in connection with the Merger. For purposes of calculating Indemnified Party, the value of the TCI Stock received by a Stockholder, TCI Stock Indemnifying Party shall be valued at its initial public offering price as set forth in given the Registration Statement. It is hereby agreed that benefit of insurance proceeds, if any (up to a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion maximum equal to the proportion amount of stock and cash the Indemnifiable Loss), actually received by the Indemnified Party, reduced by any and all out-of-pocket costs, legal or otherwise, incurred by the Indemnified Party in the collection of such Stockholder in connection insurance proceeds; it being understood that the other party shall at no time be deemed to be a third-party beneficiary of any such insurance. Further, the parties acknowledge that due to the uncertainties of collection of any such insurance proceeds, the potential availability of insurance proceeds will not abrogate a party's responsibility to reimburse the Indemnified Party for any Indemnifiable Loss sustained, suffered or incurred, as and when such Indemnifiable Loss is sustained, suffered or incurred; it being understood that if insurance proceeds are thereafter received by the Indemnified Party with respect to such Indemnifiable Loss, the proceeds of such insurance will be utilized to reimburse the Indemnifying Party for any payments made on account of such Indemnifiable Loss, with the Merger, valued as described immediately above, but shall also have the right to satisfy remainder of any such insurance proceeds to be retained by the Indemnified Party. Purchaser shall use commercially reasonable efforts to obtain insurance proceeds which may be available to cover an Indemnifiable Loss on behalf of Seller and the Members. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for consequential damages, special damages, incidental damages, indirect damages, lost profits or similar items. The Indemnified Party shall not bring a claim or be entitled to indemnification with respect to any facts or circumstances resulting in casha breach of any representation, warranty, covenant or agreement of which the Indemnified Party had actual knowledge on or before the Closing Date. To the extent that an Indemnifying Party discharges any claim for indemnification hereunder, such Indemnifying Party shall be subrogated to all rights of the Indemnified Party against third parties. The indemnification rights of the parties under this Article 10 are exclusive of other rights and remedies that the parties may have under this Agreement (but for this provision), at law or in equity or otherwise with respect to the transactions provided for herein, except as to rights which may be exercised against a party on account of such party's fraud.

Limitations on Indemnification. TCI, Newco, the Surviving Corporation VPI and the other persons or entities indemnified pursuant to Section 11.1 or 11.2 shall not assert any claim for indemnification hereunder against the Stockholders STOCKHOLDERS until such time as, and solely to the extent that, the aggregate of all claims which such persons may have against such the Stockholders STOCKHOLDERS shall exceed the greater of (a) 1.02.0% of the sum of (i) the cash paid to Stockholders plus the STOCKHOLDERS and (ii) the value of the TCI VPI Stock delivered to Stockholders (calculated as provided in this Section 11.5) or (b) $100,000 the STOCKHOLDERS (the "Indemnification Threshold"), provided, however, that VPI and the other persons or entities indemnified pursuant to Section 11.1 may assert and shall be indemnified for any claim under Section 11.l(iv) at any time, regardless of whether the aggregate of all claims which such persons may have against the STOCKHOLDERS exceeds the Indemnification Threshold, it being understood that the amount of any such claim under Section 11.1(iv) shall not be counted towards the Indemnification Threshold. Except with respect to the right to receive the merger consideration as set forth on Annex I, the Stockholders The STOCKHOLDERS shall not assert any claim for indemnification hereunder against TCI or Newco VPI until such time as, and solely to the extent that, the aggregate of all claims which the Stockholders STOCKHOLDERS may have against TCI or Newco VPI shall exceed $50,000, provided, however, that the Indemnification Threshold. No person STOCKHOLDERS and the other persons or entities indemnified pursuant to Section 11.2 may assert and shall be entitled to indemnification indemnified for any claim under this Section 11 if and to 11.2(v) at any time, regardless of whether the extent aggregate of all claims which such persons may have against VPI exceed $50,000, it being understood that such person's claim for indemnification is directly or indirectly related to a breach by such person of any representation, warranty, covenant or other agreement set forth in this Agreement. Notwithstanding any other term of this Agreement, no Stockholder shall be liable under this Section 11 for an amount which exceeds the amount of proceeds received by such Stockholder in connection with the Merger. For purposes of calculating the value of the TCI Stock received by a Stockholder, TCI Stock shall be valued at its initial public offering price as set forth in the Registration Statement. It is hereby agreed that a Stockholder shall have the right to satisfy an indemnification obligation through payment of a combination of stock and cash in proportion equal to the proportion of stock and cash received by such Stockholder in connection with the Merger, valued as described immediately above, but shall also have the right to satisfy any such obligation in cash.claim under Section 11.2(v) shall not be counted towards such $50,000