Common use of Limitations on Indemnification Clause in Contracts

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters).

Limitations on Indemnification. (a) Subject To the extent that the Company Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein6.1, Seller SEP I shall have no Liability be liable only if (i) the Damages with respect to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties a claim exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price $100,000 (the “Threshold Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $2,000,000 (the “Deductible Amount”), and then SEP I shall be liable only for Losses up Damages to an the extent of any excess over the Deductible Amount. In no event shall SEP I’s aggregate amount equal liability to seventeen and one-half percent the Company Indemnified Parties under Section 6.1 exceed $10,000,000 (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to foregoing, (i) the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 Section 3.1, Section 3.2 and Section 3.4 and (Organizationii) the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.4; provided, Power and Authorization; Binding Effect), 5.05 that SEP I’s aggregate liability for a breach or inaccuracy of such Section 3.4 shall not exceed an amount equal to the Aggregate Consideration (Title based on the per share price to Purchased Assets; Sufficiency), 5.08(bthe public of the shares of Common Stock issued in the IPO) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)minus the amount of all other Damages payable by SEP I hereunder.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller No Indemnifying Party hereto shall have no Liability any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the Purchaser Indemnified Parties aggregate amount of Losses for any Losses pursuant to which such Indemnifying Party would, but for the provisions of this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed Section 5.5, be liable exceeds, on an aggregate basis, $500,000, it being agreed that in such event the Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to receive only amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for such Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase Pricesuch threshold; provided, however, that no indemnity such threshold shall be recoverable by not apply to losses related to title to the Contributed Assets, the Pre-Closing Liabilities, the Post-Closing Liabilities, Taxes or any of the Purchaser Indemnified Party for any Losses actually incurred with respect matters described in Sections 2.2, 2.3, 2.10, 2.19, 3.2, 3.3, 5.1(b), 5.2(b) and 6.13 hereof. Notwithstanding anything in this Agreement to any individual item or matter unless the amount thereof exceeds US$100,000contrary, the maximum indemnification liability of the Contributor and the Guarantor, on the one hand, and if such amount is not exceeded, then none of the Losses with respect to Parent and the Acquiror, on the other hand, shall not exceed $3,000,000; provided, however, that such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) limitation shall not apply to any Losses attributable breaches asserted with respect to Sections 2.2, 2.3, 2.19, 3.2 or 3.3 or any claims with respect to title to the Excluded Contributed Assets, the Pre-Closing Liabilities or the Special Environmental Liabilities or relating Post-Closing Liabilities, in which case the maximum indemnification liability of the Contributor and the Guarantor, on the one hand, and the Parent and the Acquiror, on the other hand, shall not exceed $45,000,000. The Parties confirm that the indemnities and their terms contained herein are not subject to or arising from any breach qualified by limitations and qualifications of the representations and warranties contained indemnities set forth in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)the Omnibus Agreement.

Limitations on Indemnification. (a) Subject to Section 12.09 There shall be no liability for Damages for breaches of representations and except as otherwise provided herein, Seller shall have no Liability to warranties unless and until the Purchaser aggregate amount of all Damages for all claims asserted by the Buyer Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent exceeds Five Hundred Thousand Dollars (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price$500,000); provided, however, that no indemnity after such amount of Damages exceeds Five Hundred Thousand Dollars ($500,000), all Damages, excluding the first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by any the Purchaser Buyer Indemnified Party Parties. There shall be no liability for any Losses actually incurred with respect to any individual item or matter Damages for breaches of representations and warranties unless and until the aggregate amount thereof of all Damages for all claims asserted by the Seller Indemnified Parties exceeds US$100,000Five Hundred Thousand Dollars ($500,000); provided, and if however, after such amount is not exceededof Damages exceeds Five Hundred Thousand Dollars ($500,000), then none of all Damages, excluding the Losses with respect to such item or matter will count toward satisfying first Two Hundred Fifty Thousand Dollars ($250,000), shall be recoverable by the Threshold AmountSeller Indemnified Parties. Notwithstanding the foregoing or anything to the contrary contained herein, the The limitations on indemnification set forth in this Section 12.06(a9.5(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of (i) the representations and warranties contained set forth in Sections 5.01 Section 3.2 (Organization, Power and Authorization; Binding EffectAuthority), 5.05 Section 3.4 (Title to Purchased Assets; SufficiencyCapitalization), 5.08(b) Section 3.8 (Compliance with LawEmployee Benefit Plans), 5.13 Section 3.10 (Environmental MattersTaxes), the Selected Government Contracts Sections, Section 3.20 (Brokers), Section 4.3 (Company Shares), Section 4.4 (Brokers) and Section 5.7 (Brokers), (ii) claims regarding Buyer’s obligation to pay the Second Per Share Post-Closing Amount or 5.17 (Tax Matters)iii) claims based on criminal matters, fraud or intentional misrepresentation, with respect to which, in each case, all Damages shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.5(a) have been exceeded.

Limitations on Indemnification. (aa)(i) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability liability for any claim for indemnification pursuant to Section 6.2(a)(i) if the Damages for which the Indemnifying Party would be responsible for such claim and all related claims are less than the applicable De Minimis Amount. Seller shall have no liability for indemnification pursuant to (i) Section 6.2(a)(i) with respect to Damages for which indemnification is provided thereunder unless (A) the aggregate amount of such Damages (excluding all Damages associated with claims less than the applicable De Minimis Amount) for a claim and all related claims with respect to the Purchaser Indemnified Parties particular representation being evaluated exceeds the Specified Deductible, if applicable, and (B) the aggregate amount of such Damages (excluding all Damages associated with claims less than the applicable De Minimis Amount and excluding all Damages to the extent less than the Specified Deductible, if applicable, and including any Damages in excess thereof) exceeds $500,000,000.00 (the “Threshold”), in which case Seller shall be liable for all such Damages (excluding all Damages associated with claims less than the applicable De Minimis Amount and excluding all Damages to the extent less than the Specified Deductible, applicable, and including any Losses Damages in excess thereof); and (ii) Section 6.2(a)(iii) with respect to Damages for which indemnification is provided thereunder unless the aggregate amount of such Damages exceeds $15,000,000.00; provided, that the cumulative aggregate liability for all Damages pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties Section 6.2(a)(i) shall not exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price $9,750,000,000.00 (the “Threshold AmountSeller Cap”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount). Notwithstanding the foregoing or anything to the contrary contained herein, the The limitations on indemnification set forth in this Section 12.06(a6.4(a) shall not apply to any Losses attributable to Damages as a result of inaccuracies in the Excluded Liabilities Fundamental Seller Representations, and any such Damages shall not be counted in determining the Threshold or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)Seller Cap.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, The Seller shall have no Liability liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Purchaser Indemnified Parties for any Losses pursuant to Seller contained in this Agreement unless and until the amount of Losses actually incurred by exceeds $720,000 in the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) aggregate, and then only for to the extent of Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase Pricesuch amount; provided, however, that in no indemnity event shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred liability of the Seller with respect to any individual item or matter unless Losses exceed $10,000,000. Notwithstanding the amount thereof exceeds US$100,000foregoing, and if such amount is not exceeded, then none the provisions of the Losses previous sentence shall not apply with respect to such item the indemnities contained in Section 8.2(b) or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities Loss arising out of any inaccuracy in or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Mattersthe last sentence of Section 2.3(a) or 5.17 (Tax Matters)in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.

Limitations on Indemnification. Anything to the contrary contained herein notwithstanding (aA) Subject Buyer Indemnitees shall not be entitled to recover from Pro-Fac pursuant to (1) Section 12.09 and 10.1(a)(i), Section 10.1(a)(iii) or Section 9.1 (except as otherwise provided hereinin Section 9.1) of this Agreement any claim for Damages pursuant to Section 10.1(a)(i), Seller shall have no Liability Section 10.1(a)(iii) and Section 9.1 resulting from a single inaccuracy or breach that Buyer would otherwise be entitled to be indemnified by Pro-Fac for hereunder (but for the limitations contained in this sentence) that is not equal to or in excess of $200,000 (the "Minimum Claim Amount") (provided, that for purposes of this clause (1) all claims for Damages arising out of the same facts or events or related to the Purchaser Indemnified Parties same period (in the case of Section 9.1) resulting in such inaccuracy or breach shall be treated as a single claim) and (2) Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 unless and until the total of all claims for any Losses Damages pursuant to this Agreement until Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that satisfy the Losses actually incurred Minimum Claim Amount exceeds $10,000,000 (the "Basket") (provided, that any Excess Payment and any amount paid by the Purchaser Indemnified Parties exceed an aggregate Company pursuant to Section 6.27(ii) shall reduce the unused Basket, on a dollar-for-dollar basis; provided further, that in the event that the remaining unused Basket is less than the amount equal by which the Basket would be reduced at any time by this proviso, the Buyer Indemnitees shall be entitled to one percent (1%) recover from Pro-Fac such excess of the Final Purchase Price reduction amount over the unused Basket) and then, once the Basket has been exceeded, Buyer Indemnitees shall be entitled to recover from Pro-Fac all amounts claimed pursuant to such Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 that exceed the Basket and (B) the aggregate liability of Pro-Fac for indemnification payable pursuant to Section 10.1(a)(i), Section 10.1(a)(iii) and Section 9.1 shall not exceed $50,000,000 (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price"Indemnity Cap"); provided, howeverthat the preceding limitations shall not apply to claims for Damages with respect to the willful breach of any representation or warranty contained in this Agreement or any inaccuracy or breach of any representations and warranties set forth in Section 2.1, Section 2.2, Section 2.4, Section 2.16, Section 3.1, Section 3.2 or Section 3.3 of this Agreement or claims for Damages under clauses (ii) or (iv) of Section 10.1(a), regardless of whether such indemnity obligations relate to matters covered by representations and warranties that are subject to the limitations expressed in this sentence. For purposes of Section 10.1(a)(i), any requirement in any representation or warranty that an event or fact be material (whether quantitatively or qualitatively) in order for such event or fact to constitute a misrepresentation or breach of such representation or warranty shall be ignored. The Minimum Claim Amount, the Basket and the Indemnity Cap shall also apply with respect to the Pro-Fac Indemnitees' claims for indemnification pursuant to Section 10.1(b) in the same manner as described above; provided, that no indemnity such limitations shall be recoverable by any the Purchaser Indemnified Party not apply to claims for any Losses actually incurred losses, damages, expenses, costs, Taxes, fines, penalties and fees of Pro-Fac, amounts paid in settlement and reasonable expenses (including, without limitation, reasonable expenses of investigation, attorney's fees, enforcement of this Agreement, defense fees, witness fees, court costs and disbursements of counsel and other professionals) with respect to any individual item inaccuracy or matter unless the amount thereof exceeds US$100,000, breach of any representations and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification warranties set forth in Section 4.1, Section 4.2, or Section 4.5 of this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)Agreement.

Limitations on Indemnification. (a) Subject To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein8.1(a), Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity SPLC shall be recoverable by any liable only if (i) the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim exceed One Hundred Thousand Dollars ($100,000) (the amount thereof exceeds US$100,000“Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and if such amount is not exceeded, then none SPLC shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 and Section 8.3 exceed 20% of the Losses with respect to such item or matter will count toward satisfying Consideration (the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount and the Ceiling Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 Section 3.1 (Organization, Power and Authorization; Binding Effect), 5.05 Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Purchased Assets; SufficiencySubject Interests), 5.08(b) Section 3.9 (Compliance with LawTaxes), 5.13 Section 3.16 (Environmental MattersBrokerage Arrangements) and Section 3.17 (Books and Records) or 5.17 breaches of the covenants in Section 2.4 (Tax MattersPurchase Price Adjustment), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration.

Limitations on Indemnification. (a) Subject Fox’s obligation to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties indemnify Newco Indemnitees for any Losses pursuant to this Agreement Section 4.3(d)(i) or Section 4.3(e) is subject to the limitation that no indemnification shall be made by Fox with respect to any claim (including any Losses) until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%of all such Losses for which indemnification may be sought under Section 4.3(d)(i) of the Final Purchase Price and Section 4.3(e) exceeds $5,000,000 (the “Threshold AmountNewco Deductible”) and then ), at which point the Newco Indemnitees shall be entitled to indemnification only for those Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase PriceNewco Deductible; provided, however, that no indemnity only individual claims or a series of related claims involving Losses in excess of $100,000 shall be recoverable by any included in the Purchaser Indemnified Party Newco Deductible or be counted for any Losses actually incurred with respect to any individual item or matter unless determining the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of Losses to be indemnified to the Losses with respect to such item or matter will count toward satisfying the Threshold AmountNewco Indemnitees. Notwithstanding the foregoing foregoing, in no event shall the obligation of Fox to indemnify Newco Indemnitees pursuant to Section 4.3(d)(i) or anything to Section 4.3(e) exceed, in the contrary contained hereinaggregate, $250,000,000. For the avoidance of doubt, the limitations on indemnification set forth in this Section 12.06(a) 4.5 shall not apply to any Losses attributable claims for indemnification pursuant to Section 4.3(a), Section 4.3(b), Section 4.3(c), Section 4.3(d)(ii) and Section 4.3(d)(iii). For the Excluded Liabilities avoidance of doubt, nothing herein shall limit the ability of Fox to Convey A&S Assets to Ainge or the Special Environmental Liabilities or relating to or arising from Newco in respect of any alleged breach of any provision of the representations and warranties contained in Sections 5.01 Merger Agreement (Organizationincluding, Power and Authorization; Binding Effectfor the avoidance of doubt, Section 2.6(a), 5.05 (Title to Purchased Assets; SufficiencySection 2.6(b), 5.08(bSection 2.8(d) (Compliance with Law), 5.13 (Environmental Mattersand Section 2.8(h) or 5.17 (Tax Mattersof the Merger Agreement).

Limitations on Indemnification. (a) Subject Seller shall not be required to indemnify any Person under Section 12.09 9.1(a) unless the aggregate amount of all Losses for which indemnity would otherwise be payable by Seller under Section 9.1(a) exceeds $10,000,000, and except as otherwise provided hereinin such event, Seller shall have be responsible for only the amount in excess of such amount. In no Liability event shall the total indemnification to be paid by Seller under Section 9.1(a) exceed $100,000,000. Seller shall not be required to indemnify any Person under Section 9.1(b) unless the Purchaser Indemnified Parties aggregate of all Losses for any Losses pursuant to this Agreement until which indemnity would otherwise be payable by Seller under Section 9.1(b) exceeds $250,000, and in such event, Seller shall be responsible for only the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) in excess of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; providedsuch amount. The foregoing limitations, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable claims arising out of Section 2.2 (Stock), 2.3(e) (No Indebtedness), 2.8 (Authorization; No Conflicts) (only with respect to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effectfirst two sentences thereof), 5.05 2.17 (Title to Purchased Assets; SufficiencyNo Brokers or Finders), 5.08(bSection 5.3(b) (Compliance with LawLiability for Taxes), 5.13 Section 6.10 (Environmental MattersIndemnity for Certain ERISA Liabilities) or 5.17 and Section 6.11 (Tax MattersEmployee Indemnity), for which (subject to the terms and conditions thereof) Seller shall indemnify the Indemnified Party for the full amount of any Loss. Any amounts required to be paid by Seller pursuant to Section 5.3 of this Agreement shall not be deemed to be an indemnification payment for purposes of this Section 9.5.

Limitations on Indemnification. (a) Subject To the extent that OMP Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 11.1(a), Oasis, OMS Holdings, OMS and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity General Partner shall be recoverable by any liable only if (i) the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim exceed $75,000 (the amount thereof exceeds US$100,000“Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, $5,150,840 (the “Deductible Amount”), and if such amount is not exceededthen OMS Holdings and OMS shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall Oasis’s, then none of OMS Holdings’, OMS’s and the Losses with respect General Partner's aggregate liability to such item or matter will count toward satisfying OMP Indemnified Parties under Section 11.1 exceed $77,262,600 (the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount and the Ceiling Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 (OrganizationSection 3.1, Power Section 3.2, Section 3.4, Section 3.9, Section 3.16, and AuthorizationSection 3.17; Binding Effect)provided, 5.05 (Title that Oasis’s, OMS Holdings’, OMS’s and the General Partner's aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration. In no event shall the OMP’s and OMP Operating’s aggregate liability to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)OMS Holdings Indemnified Parties exceed the Consideration.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, The Seller shall have no Liability liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of any representation and warranty of the Purchaser Indemnified Parties for any Losses pursuant to Seller contained in this Agreement unless and until the amount of Losses actually incurred by exceeds $720,000 in the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) aggregate, and then only for to the extent of Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase Pricesuch amount; provided, however, that in no indemnity event shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred liability of the Seller with respect to any individual item or matter unless Losses exceed $10,000,000. Notwithstanding the amount thereof exceeds US$100,000foregoing, and if such amount is not exceeded, then none the provisions of the Losses previous sentence shall not apply with respect to such item the indemnities contained in Section 8.2(b) or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities Loss arising out of -35- 40 any inaccuracy in or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Mattersthe last sentence of Section 2.3(a) or 5.17 (Tax Matters)in Sections 3.1, 3.2, 3.4, 3.9 or 3.20; provided, however, that the Seller shall have no liability, nor be subject to any claim, under Section 8.2(a) in respect of any inaccuracy in or any breach of the representations and warranties contained in Section 3.20 unless and until the amount of Losses exceeds $100,000 in the aggregate, and then only to the extent of Losses in excess of such amount and such $100,000 in Losses retained by the Buyer shall not apply toward the $720,000 in Losses retained by the Buyer under the preceding sentence. In no event shall either party be liable to the other for lost profits, lost revenues, lost opportunity costs, costs of financing, or punitive damages. If the Closing occurs, indemnification pursuant to this Section VIII shall be the exclusive remedy of the parties for money damages under this Agreement. No indemnification is available pursuant to this Section VIII in respect of any liability to the extent the same is included in the Statement of Working Capital as defined in Section 2.3.

Limitations on Indemnification. (a) Subject To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein8.1(a), Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity SPLC shall be recoverable by any liable only if (i) the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim exceed One Hundred Thousand Dollars ($100,000) (the amount thereof exceeds US$100,000“Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and if such amount is not exceeded, then none SPLC shall be liable only for Damages to the extent of any excess over the Losses with respect Deductible Amount. In no event shall SPLC’s aggregate liability to such item or matter will count toward satisfying SHLX Indemnified Parties under Section 8.1 exceed Forty-Four Million Eight Hundred Thousand Dollars ($44,800,000) (the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount and the Ceiling Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 (OrganizationSection 3.1, Power Section 3.2, Section 3.4, Section 3.9, Section 3.17 and Authorization; Binding Effect)Section 3.18 or breaches of the covenant in Section 2.4, 5.05 (Title to Purchased Assets; Sufficiency)provided, 5.08(b) (Compliance with Law)that SPLC’s aggregate liability for all claims under this Agreement, 5.13 (Environmental Matters) including for breaches or 5.17 (Tax Matters)inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Purchase Price.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided hereinNotwithstanding the provisions of this Article VIII, Seller shall have no Liability to the Purchaser Indemnified Parties Party shall be entitled to indemnification for any Losses pursuant to this Agreement under Section 8.2(a)(i) or Section 8.2(a)(iii) unless and until the aggregate amount of all such Losses exceeds an amount equal to Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) (the “Deductible Amount”); provided, however, that from and after such time as the total amount of Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate under Section 8.2(a)(i) and Section 8.2(a)(iii) exceeds the Deductible Amount, the Purchaser Indemnified Parties shall be entitled to indemnification only for the amount equal that exceeds the Deductible Amount, and provided, further, that the Deductible Amount shall not apply to one percent (1%) any Losses resulting from breaches or inaccuracies of the Final Purchase Price Company Fundamental Representations or Seller Fundamental Representations. Notwithstanding the provisions of this Article VIII, no Purchaser Indemnified Party shall be entitled to indemnification for any individual Loss or series of related Losses under Section 8.2(a)(i) which do not exceed $25,000 (the “Threshold Basket Amount”) (which Losses shall not count toward the Deductible Amount) unless and then only for until such Losses up to an in the aggregate amount equal to seventeen and one-half percent (17.5%) of exceed the Final Purchase PriceDeductible Amount; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) Basket Amount shall not apply to any Losses attributable to the Excluded Liabilities resulting from breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) Company Fundamental Representations or 5.17 (Tax Matters)Seller Fundamental Representations.

Limitations on Indemnification. 5.3.1 The provisions for indemnity under Section 5.1.1(a) shall be effective only (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until individual claim or series of related claims arising from the Losses actually incurred by same facts and circumstances where the Purchaser Indemnified Parties exceed an Loss exceeds [***] and (b) when the aggregate amount equal of all Losses for claims or series of related claims arising from the same facts and circumstances in excess of [***] for which indemnification is sought from Sellers exceeds [***], in which case the Buyer Indemnitee shall be entitled to one percent (1%indemnification of such Buyer Indemnitee’s Losses in excess thereof. In no event shall Sellers have liability for indemnification under Section 5.1.1(a) of for any amount exceeding, in the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Priceaggregate, [***]; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding (x) the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in under this Section 12.06(a) 5.3.1 shall not apply to breaches of any Losses attributable Fundamental Representations or to any claims for indemnification based on common law fraud and (y) Sellers shall not have liability for indemnification under Section 5.1.1(a) with respect to breaches of any Fundamental Representations or Section 5.1.1(b) for any amount exceeding, in the aggregate, the Closing Payments. Notwithstanding anything to the Excluded Liabilities or contrary, no Party shall be liable for any Loss to the Special Environmental Liabilities or relating to or extent arising from (a) a change in accounting or taxation Law, policy or practice made after the Closing, other than a change required to comply with any breach Law, policy or practice in effect on the Closing Date, (b) any Law not in force on the date hereof or any change in Law which takes effect retroactively, or (c) any increase in the rates of taxation in force on the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)Closing Date.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, 11.6.1. Seller shall have no Liability not be required to indemnify the Purchaser Indemnified Parties hereunder for any Losses pursuant to Section 11.2(i) (other than Losses due to or resulting from the breach of any Seller Fundamental Representations) (such Losses being collectively referred to herein as the “Representation and Warranty Losses”) except to the extent that the aggregate amount of such Representation and Warranty Losses for which all Purchaser Indemnified Parties are otherwise entitled to indemnification pursuant to this Agreement until Article 11 exceeds $35,000 (the “Deductible Amount”) (it being understood and agreed that the Deductible Amount is intended as a deductible, and Seller shall not be liable for any Representation and Warranty Losses actually incurred by which are in the aggregate less than the Deductible Amount), whereupon the Purchaser Indemnified Parties exceed an shall be entitled to be paid the excess of (x) the aggregate amount equal of all such Representation and Warranty Losses over (y) the Deductible Amount, subject to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification maximum amount of recovery set forth in Section 11.6.3. The foregoing limitations set forth in this Section 12.06(a) 11.6.1 shall not apply to any Seller’s indemnification obligation pursuant to Section 11.2(i) with respect to Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating due to or arising resulting from any breach of the representations and warranties contained in Sections 5.01 any Seller Fundamental Representations (Organization, Power and Authorization; Binding Effect), 5.05 (Title all such Losses being collectively referred to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Mattersherein as “Purchase-Price Limited-Losses”).

Limitations on Indemnification. (aNo reimbursement for Damages or other amounts under Section 7.1(a) Subject to or Section 12.09 7.2(a), respectively, shall be required unless and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an cumulative aggregate amount equal to one percent (1%) of the Final Purchase Price such Damages under such section equals or exceeds $720,000 (the “Threshold AmountThreshold”) and then only for Losses up to an the extent that the cumulative aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; providedDamages, howeveras finally determined, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold AmountThreshold. Notwithstanding the foregoing or anything Each party’s liability to the contrary contained hereinother under Section 7.1(a) and Section 7.2(a), the respectively, shall not exceed $7,200,000. The foregoing limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities inaccuracy in or the Special Environmental Liabilities or relating to or arising from any breach of the any representations and or warranties (i) contained in Sections 5.01 3.1 (OrganizationOrganization and Authority), Power and 3.2 (Authorization; Binding EffectObligation), 5.05 3.5(a) (Title to Purchased Assets; Sufficiency), 5.08(b3.5(c) (Compliance with LawTitle to Assets), 5.13 3.17 (Environmental MattersNo Brokers), 4.1 (Organization and Authority), 4.2 (Authorization; Binding Obligation) and 4.5 (No Brokers) or 5.17 (Tax Matters)ii) to the extent such breach was made fraudulently, willfully or with intent to deceive. For purposes of determining the existence of any inaccuracy in or breach of representation or warranty, or calculating the amount of any Damages incurred in connection with any such breach of representation or warranty or the aggregate of any such amounts, (i) any and all references to materiality or Material Adverse Effect (or other correlative terms) and (ii) any individual inaccuracy in or breach of representation or warranty for which the amount of Damages does not exceed $10,000, shall be disregarded. In calculating Damages, the amount of any insurance proceeds actually recovered by the party claiming indemnity with respect to the underlying breach or misrepresentation shall be deducted from the amount of such Damages, less any costs or expenses incurred in making a claim against such insurance coverage. If the amount of any indemnified Damages suffered or incurred by an indemnified party, at any time subsequent to the payment by an indemnifying party in respect thereof, is actually reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, the amount of such reduction, less any costs or expenses incurred in connection therewith, will promptly be repaid by the indemnified party to the indemnifying party. Once the indemnified party has been fully reimbursed for all of its Damages, the indemnifying party will, to the extent of its indemnity payments, be subrogated to all rights of the indemnified party against any third party in respect of the indemnifiable Damages to which the indemnity payment relates. Indemnification pursuant to Section 7.1(a) and 7.2(a) shall be the exclusive remedy for breaches of representations and warranties, except in the case of any such breaches which are fraudulent, willful or intentionally deceptive.

Limitations on Indemnification. (a) Subject to The Indemnified Persons may not recover in respect of any claim for indemnification as a result of a breach of representation or warranty in accordance with Section 12.09 7.1 unless and except as otherwise provided hereinuntil Indemnifiable Losses in accordance with Section 7.1 have been incurred, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed paid or accrued in an aggregate amount equal greater than (i) $250,000 with respect to one percent (1%) the Radiant litigation identified in Section 2.6 of the Final Purchase Price Company Disclosure Schedule, (ii) $250,000 with respect to the Xxxxxx Xxxxx litigation identified in Section 2.6 of the Company Disclosure Schedule and (iii) $200,000 with respect to all Indemnifiable Losses other than those referred in Section 7.3(a) (i) and (ii) (collectively, the “Threshold AmountIndemnification Threshold”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity ). The Indemnified Persons shall be recoverable by entitled to recover for, and the Indemnification Threshold shall not apply as a threshold to, any the Purchaser Indemnified Party for any Indemnifiable Losses actually incurred with respect to any individual item breach of or matter unless inaccuracy in any representation or warranty made by the amount thereof exceeds US$100,000Company in Section 2.2 (Capital Structure), Section 2.5 (Absence of Changes; Undisclosed Liabilities), Section 2.9 (Taxes), Section 2.10 (Employee Benefit Plans), Section 2.16 (Brokers’ and if such amount is Finders’ Fees), Section 2.23 (Environmental and Safety Laws) or Section 2.31 (Regulatory Compliance) (the “Excepted Representations”). For avoidance of doubt, the Indemnification Threshold shall not be applied in the case of any adjustment to the Merger Consideration permitted by Section 1.4 of this Agreement. Once the Indemnification Threshold has been exceeded, then none the Indemnified Persons shall be entitled to recover all Indemnifiable Losses in excess of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)Indemnification Threshold.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth except in this Section 12.06(a) shall not apply to connection with a breach by Seller of any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and or warranties contained in Sections 5.01 3.1 (Organization, Power and ; Authorization; Binding EffectEtc.), 5.05 3.4 (Title to Purchased Assets; Sufficiency), 5.08(band 3.27 (Brokers, Finders, Etc.) (Compliance with Lawthe “Fundamental Representations”) and except in the case of Fraud by Seller, (A) Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 6.3(b) until the aggregate Losses indemnifiable pursuant to Section 6.3(b) exceed $350,000 in the aggregate (the “Seller Threshold Amount”), 5.13 at which point the Buyer Indemnified Parties shall be entitled to recover the entire amount of such Losses from the first dollar up to the policy limit under the R&W Policy. Except as specifically set forth in this Article VI, the maximum amount that the Buyer Indemnified Parties may recover from an Indemnifying Party for Losses pursuant to the indemnity set forth in Section 6.3(b) (Environmental Mattersother than claims for Fraud or in connection with a breach by Seller of any Fundamental Representation) shall be limited to the policy limit under the R&W Policy and the maximum amount that the Buyer Indemnified Parties may recover from an Indemnifying Party for Losses pursuant to the indemnity set forth in Section 6.3(a) (other than claims for Fraud) shall be limited, in the aggregate, to a dollar amount equal to the portion of the Purchase Price actually received by such Indemnifying Party pursuant to this Agreement, including any amounts withheld by Buyer in accordance with this Agreement in respect of Taxes or 5.17 (Tax Matters)otherwise.

Limitations on Indemnification. Seller shall not be liable for Losses under Section 9.2(a) of this Article IX, and Buyer shall not be liable for Losses under Section 9.2(b) of this Article IX, unless the aggregate amount of Losses for which the Seller or Buyer, as the case may be, would, but for the provisions of this Section 9.5, be liable exceeds, on an aggregate basis, $500,000 and then only to the extent of any such excess; provided that (a) Subject Losses relating to or in connection with the Moloxxx Xxxt, (b) Losses relating to or in connection with the Ramsxx Xxxt or the Settlement Agreement, (c) any Divestiture Bonus Payments not listed on Schedule 3.22 or included in the Bonus Escrow Amount ("Late Divestiture Bonus Payments"), (d) recoveries from Seller pursuant to Section 12.09 2.11, and except as otherwise provided herein(e) individual claims for indemnification resulting from Losses not exceeding $5,000 ("Ineligible Claims") shall not be included in the aggregate amount of Losses for purposes of computing the $500,000 threshold for Seller's liability for Losses under Section 9.2(a) hereof. Notwithstanding the limitation in the immediately preceding sentence, Seller shall have no Liability to be liable for (i) all Losses resulting to, imposed upon or incurred or suffered by the Purchaser Indemnified Parties for any Losses Buyer Group in connection with the Moloxxx Xxxt, the Ramsxx Xxxt and the Settlement Agreement, (ii) the payment obligations, if any, of Seller pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent Section 2.11 and (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effectiii), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters).

Limitations on Indemnification. (a) Subject Purchaser shall not be entitled to Section 12.09 and except any indemnification payment for Losses until such time as otherwise provided hereinthe total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, Seller shall have no Liability or to the which any one or more of Purchaser Indemnified Parties for any Losses has or have otherwise become subject pursuant to this Agreement until such provisions, exceeds One Hundred Fifty Thousand Dollars ($150,000) in the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold AmountDeductible”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price); provided, however, that no indemnity in the event that such Losses exceed the Deductible, the Shareholders shall be recoverable by any fully indemnify the applicable Purchaser Indemnified Party for any all Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if by such amount is not exceeded, then none Purchaser Indemnified Party in excess of the Losses with respect to such item or matter will count toward satisfying the Threshold AmountDeductible. Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) above shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or in connection with indemnification (a) relating to or arising from any breach Fundamental Representations, and (b) relating to breaches of the representations and warranties contained set forth in Section 4.08, and (c) indemnification obligations under Sections 5.01 (Organization, Power and Authorization; Binding Effect12.02(c), 5.05 (Title to Purchased Assets; Sufficiencyf), 5.08(b(q) and (Compliance with Lawr); provided further, 5.13 (Environmental Matters) except as set forth in Section 12.05 and Section 12.06 the indemnification obligations of the Shareholder Indemnified Parties hereunder shall not, in the aggregate, exceed the Cap. Notwithstanding any other provision hereof, in no event shall any party be liable to any other party, or 5.17 (Tax Matters)to the other party’s indemnitees, whether under this Agreement or otherwise, for any punitive damages, except to the extent any Purchaser Indemnified Party is liable to a third party for any such punitive damages.

Limitations on Indemnification. (a) Subject to Section 12.09 Metro, the Company and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses ------------------------------ other persons or entities indemnified pursuant to this Agreement Section 9 shall not assert any claim for indemnification hereunder against the Stockholders until such time as the Losses actually incurred aggregate of all claims which such persons may have against the Stockholders shall exceed Ten Thousand Dollars ($10,000) (the "Indemnification Threshold"). The Stockholders shall not assert any claim for indemnification hereunder against Metro until such time as the aggregate of all claims which Stockholders may have against Metro shall exceed the Indemnification Threshold. No person shall be entitled to indemnification under this Section 9 if and to the extent that such person's claim for indemnification is directly or indirectly caused by the Purchaser Indemnified Parties exceed an a breach by such person of any representation, warranty, covenant or other agreement set forth is this Agreement. The aggregate amount equal to one percent (1%) liability of the Final Purchase Price (the “Threshold Amount”) and then only Stockholders for Losses up indemnification claims under this Section 9 shall be limited to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price$8,000,000; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party aggregate liability of the Stockholders for any Losses actually incurred -------- ------- indemnification claims under this Section 9 with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of any representation or warranty that relates to (I) Taxes (including, without limitation, the representations and warranties contained set forth in Section 3.16), and (ii) Illegal Acts (including, without limitation, the representations and warranties set forth in Sections 5.01 (Organization3.8, Power 3.15 and Authorization; Binding Effect3.24), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)shall have no limit.

Limitations on Indemnification. (ai) Subject to Section 12.09 and except as otherwise provided hereinthe following sentence, Seller shall have no Liability to the Purchaser Indemnified Parties may not recover Losses from the Indemnitors in respect of any claim for any indemnification under Section 8.2 unless and until Losses pursuant to this Agreement until the Losses have been actually incurred by the Purchaser Indemnified Parties exceed in an aggregate amount equal to one percent (1%) of the Final Purchase Price greater than $100,000 (the “Threshold AmountIndemnification Threshold”) and then only after which, subject to the other limitations set forth in this Article 8, Purchaser will be entitled to recover for all Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase PriceIndemnification Threshold; provided, however, that no indemnity Indemnitor shall be recoverable required to indemnify Purchaser for any indemnifiable Losses under Section 8.2 in the aggregate in excess of 12.5 % of the Purchase Price actually received by such Indemnitor (including any future consideration received in connection with the achievement of a subsequent Milestone Event) (the “Cap”). Notwithstanding the foregoing sentence, the Purchaser Indemnified Party for will be entitled to recover for, and the Indemnification Threshold and Cap will not apply to, any Losses actually incurred (i) with respect to any individual item breach of or matter unless inaccuracy in any representation or warranty made in Section 2.2, Section 2.3, or Article 3 (other than Section 3.3) (the amount thereof exceeds US$100,000“Fundamental Representations”) or (ii) due to fraud, and if intentional misrepresentation, bad faith or intentional misconduct by the Company or any of its directors or officers in their capacities as such amount is not exceededor any Indemnitor; provided, then none however, that in no event shall any Indemnitor be liable to Purchaser for any Losses in the aggregate in excess of the Losses Purchase Price actually received by such Indemnitor (including any future consideration received in connection with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach achievement of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Mattersa subsequent Milestone Event).

Limitations on Indemnification. (a) Subject To the extent that the JVP Indemnified Parties are entitled to indemnification for Liabilities pursuant to Section 12.09 and except as otherwise provided herein10.1, Seller the Parent Parties shall not have no any Liability to the Purchaser Indemnified Parties (i) for any Losses pursuant individual indemnifiable item which does not exceed $100,000 (the “Individual Indemnity Threshold”), and (ii) in respect of those individual indemnifiable items that exceed the Individual Indemnity Threshold, unless the aggregate Liabilities relating to this Agreement until all such individual indemnifiable items exceed in the Losses actually incurred by the Purchaser Indemnified Parties exceed aggregate, an aggregate amount equal to one percent (1%) of the Final Purchase Price Closing Cash Contribution (the “Threshold Deductible Amount”) ), and then only to the extent of any such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.9, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for Losses up purposes of determining whether the Individual Indemnity Threshold or the Deductible Amount shall have been exceeded. In no event shall the Parent Parties’ aggregate liability to an aggregate the JVP Indemnified Parties exceed amount equal to seventeen and one-half twenty percent (17.520%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any Closing Cash Contribution (the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a10.9(a) shall not apply to any Losses attributable to the Excluded indemnification for Liabilities or the Special Environmental Liabilities or relating to HS Fundamental Representations or arising from to any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effectindemnification obligation under Section 10.1(b), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Mattersc) or 5.17 (Tax Mattersd).

Limitations on Indemnification. (a) Subject to Notwithstanding any provision contained in this Section 12.09 and except as otherwise provided herein, Seller shall have no Liability 10 to the Purchaser contrary, (i) the Buyer Indemnified Parties Persons shall not be entitled to assert any claim for indemnification in respect of breach(es) of representations and warranties under Section 10.2 until such time as all claims for indemnification under Section 10.2 by the Buyer Indemnified Persons against the Sellers hereunder shall exceed $250,000 in the aggregate (the “Basket”), but then all such amounts shall be recoverable and (ii) any Losses pursuant to indemnification obligations of the Sellers under this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties for breaches of representations and warranties shall not exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price $5,000,000 (the “Threshold AmountClaims Limitation”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price); provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless Basket and the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) Claims Limitation shall not apply (A) if the Indemnifying Party shall have provided information to the Buyer or to the Company and the Sellers, as the case may be, in connection herewith or made any representation or warranty contained herein that, in either case, was fraudulent or was known to be inaccurate when made or (B) to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach breach(es) of the representations and warranties contained in Sections 5.01 3.2 (OrganizationCapitalization; Options; Seller Rights), Power and 3.3 (Due Authorization; Binding EffectValidity; No Conflicts), 5.05 3.6(e) (Title to Purchased Assets; SufficiencyIndebtedness), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 3.10 (Tax Matters), 3.13 (Environmental Matters), 3.15 (Title to Properties; Real Property), 3.27 (Brokers), Section 4.2 (Due Authorization; Validity; No Conflicts), 4.3 (Stock Ownership) or 4.6 (Adequate Consideration; No Tax Proceeding). There shall be no duplications of amounts payable by the Major Sellers under Section 7 and Section 10 in respect to any Tax matter.

Limitations on Indemnification. Notwithstanding any provision contained in this Article 11 to the contrary, (a) Subject no Indemnitee shall be entitled to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties assert any claim for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%indemnification in respect of breach(es) of representations and warranties under Section 11.2(a) or Section 11.3(a) until such time as all claims for indemnification under this Article 11 by such Indemnitee (and all related Indemnitees) hereunder shall exceed $50,000 in the Final Purchase Price aggregate (the “Threshold AmountBasket”), but then all such amounts shall be recoverable and (b) any indemnification obligations of an Indemnifying Party for breaches of representations and then only for Losses up to an aggregate amount equal to seventeen and one-half percent warranties shall not exceed $3.8 million (17.5%) of the Final Purchase Price“Claims Limitation”); provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless Basket and the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) Claims Limitation shall not apply (i) if the Indemnifying Party shall have provided information to Buyer or to the Company and Sellers, as the case may be, in connection herewith or made any representation or warranty contained herein that, in either case, was fraudulent or was known to be inaccurate when made or (ii) to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach breach(es) of the representations and warranties contained in Sections 5.01 Section 4.1 (Organization, Power Organization and AuthorizationPower); Binding EffectSection 4.2 (Capitalization; Options and Stockholder Rights), 5.05 Section 4.3 (No Subsidiaries), Section 4.4 (Authority; Validity), Section 4.10 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with LawSection 4.24 ( Employee Arrangements; ERISA), 5.13 (Environmental Section 4.25 ( Tax Matters) or 5.17 (Tax MattersSection 4.28 ( Brokers). Buyer shall have the right to offset against any amounts to be paid by Buyer to Sellers pursuant to Section 2.2(b)(ii) or otherwise to satisfy an indemnification claim brought by Buyer in accordance with this Article 11.

Limitations on Indemnification. (a) Subject To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein8.1(a), Seller SPLC shall have no Liability to the Purchaser Indemnified Parties be liable for any Losses Damages pursuant to this Agreement until Section 8.1(a) only if (i) the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) and (ii) the amount thereof exceeds US$100,000Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and if such amount is not exceeded, then none SPLC shall be liable only for Damages pursuant to Section 8.1(a) to the extent of any excess over the Losses with respect Deductible Amount. In no event shall SPLC’s aggregate liability to such item or matter will count toward satisfying SHLX Indemnified Parties under Section 8.1 exceed One Hundred Twenty-Two Million Dollars ($122,000,000) (the Threshold “Ceiling Amount”). Notwithstanding the foregoing foregoing, (i) SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 Section 3.20 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Six Hundred Ten Million Dollars ($610,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization, Power and Authorization; Binding Effect), 5.05 Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Purchased Assets; SufficiencySubject Interests), 5.08(b) Section 3.9 (Compliance with LawTaxes), 5.13 Section 3.16 (Environmental MattersBrokerage Arrangements) and Section 3.17 (Books and Records), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or 5.17 inaccuracies of representations and warranties contained in such sections described in clauses (Tax Matters)i) and (ii) and for breaches of covenants, shall not exceed the Consideration; provided, further, however, that the payment and indemnification obligations of SPLC pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded.

Limitations on Indemnification. (a) Subject to The Sellers shall not have any liability under Section 12.09 and except as otherwise provided herein, Seller shall have no Liability 8.1(a)(i) hereof unless the aggregate amount of Losses to the Purchaser URI Indemnified Parties for finally determined to arise thereunder based upon, attributable to or resulting from the failure of any Losses pursuant representation or warranty to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price be true and correct, exceeds $500,000 (the “Threshold "Deductible Amount”") and then only for and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase Price$500,000; provided, however, that no indemnity shall be recoverable by Losses finally determined to arise thereunder based -------- ------- upon, attributable to or resulting from the failure of any representation or warranty set forth in Sections 4.2, 4.3, 4.7, 4.11, the Purchaser Indemnified Party for first sentence of Section 4.13(b), Section 4.16 (to the extent such representations and warranties relate to (x) Pension Plans or ERISA Affiliates or (y) any Losses actually incurred failure to file any Form 5500 with respect to the Employee Benefit Plans, regardless of whether or not such failure was disclosed on any individual item or matter unless the amount thereof exceeds US$100,000Schedule), and if such amount is Section 4.27 hereof to be true and correct shall not exceeded, then none of the Losses with respect be subject to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing limitation and shall be indemnified pursuant to this Article VIII even if less than the Deductible Amount; and provided further, however, that Losses finally determined to arise -------- ------- ------- based upon, attributable to or anything to resulting from the contrary contained herein, the limitations on indemnification failure of any representation or warranty set forth in Sections 4.18 and 4.24 to be true and correct (including the failure of any matter represented therein as being covered by insurance to be so covered) shall be indemnifiable pursuant to Section 8.1(a)(i) to the extent the aggregate amount of all such Losses exceeds $100,000 even if such Losses, taken together with all other Losses indemnifiable pursuant to Section 8.1(a)(i), aggregate less than the Deductible Amount. Solely for purposes of this Section 12.06(a) 8.3(a), the term "material" as used in any representation or warranty in Article IV hereof shall refer to a value, liability, cost or expense, as the case may be, in excess of $5,000; it being understood that this qualification shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)defined term "Material Adverse Change."

Limitations on Indemnification. (a) Subject To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein8.1(a), Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity SPLC shall be recoverable by any liable only if (i) the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim exceed One Hundred Thousand Dollars ($100,000) (the amount thereof exceeds US$100,000“Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and if such amount is not exceeded, then none SPLC shall be liable only for Damages to the extent of any excess over the Losses with respect Deductible Amount. In no event shall SPLC’s aggregate liability to such item or matter will count toward satisfying SHLX Indemnified Parties under Section 8.1 exceed Seventy Million Dollars ($70,000,000) (the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount and the Ceiling Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 Section 3.1 (Organization, Power and Authorization; Binding Effect), 5.05 Section 3.2 Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Purchased Assets; SufficiencySubject Interests), 5.08(b) Section 3.9 (Compliance with LawTaxes), 5.13 Section 3.17 (Environmental MattersBrokerage Arrangements) and Section 3.18 (Books and Records) or 5.17 breaches of the covenant in Section 2.4 (Tax MattersContingent Consideration Reduction), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration.

Limitations on Indemnification. (a) Subject Neither Parent and Buyers, on the one hand, nor the Seller Parties, on the other hand, shall be required to make any indemnification payment under this Agreement with respect to a Loss pursuant to Section 12.09 and 7.3(a) or Section 7.2(a), respectively, of this Agreement except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties extent the amount of such Loss, when aggregated with all other such Losses and with all Losses for any Losses pursuant to this Agreement until which such party has indemnification liability under Section 10.3(a) or Section 10.2(a), as applicable, of the Losses actually incurred by the Purchaser Indemnified Parties Fortis Advisers Stock Purchase Agreement, shall exceed an aggregate amount equal to one percent (1%) of the Final Aggregate Purchase Price (the “Threshold Amount”) "Deductible"), and then only for the amount by which such aggregate Losses up to an aggregate exceed the amount equal to seventeen and one-half percent (17.5%) of the Final Purchase PriceDeductible; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party indemnification claims for any Losses actually incurred with respect that HLAIC may have pursuant to any individual item Section 3.6, 5.2, 5.4(b) or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none 5.13 of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything Fortis Advisers Stock Purchase Agreement shall not be subject to the contrary contained herein, Deductible or the limitations on indemnification limitation set forth in this Section 12.06(a) 7.6(b); and provided further that, for the sole purpose of identifying breaches of representations or warranties that give rise to Losses that will be counted for satisfying the Deductible, any materiality or material adverse effect qualifications to such representation and warranty shall not apply be ignored. For the - 87 - 93 avoidance of doubt, once aggregate Losses have accumulated in an amount that satisfies the Deductible applicable to an Indemnifying Party, any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach indemnification claims for breaches of the representations and warranties contained in Sections 5.01 (Organization, Power paid by such Indemnifying Party shall be determined with regard for all materiality and Authorization; Binding Effect), 5.05 (Title material adverse effect qualifications to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)the applicable representations and warranties.

Limitations on Indemnification. (a) Subject To the extent that the KM Indemnified Parties are entitled to indemnification for Liabilities pursuant to Section 12.09 and except as otherwise provided herein10.1, Seller the Parent Parties shall not have no any Liability to the Purchaser Indemnified Parties (i) for any Losses pursuant individual indemnifiable item which does not exceed $100,000 (the “Individual Indemnity Threshold”), and (ii) in respect of those individual indemnifiable items that exceed the Individual Indemnity Threshold, unless the aggregate Liabilities relating to this Agreement until all such individual indemnifiable items exceed in the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to aggregate, one percent (1%) of an amount equal to the Final Purchase Price minus the Proportionate Debt Amount (the “Threshold Deductible Amount”) ), and then only to the extent of any such excess; provided that (x) any materiality or material adverse effect qualifier to any representation or warranty (other than Excluded Materiality Matters) subject to indemnification shall be disregarded and (y) to the extent provided in Section 6.7, the Post-Signing Schedule Updates shall be effective with respect to the representations and warranties, in each case, for Losses up purposes of determining whether the Individual Indemnity Threshold or the Deductible Amount shall have been exceeded. In no event shall the Parent Parties’ aggregate liability to the KM Indemnified Parties exceed twenty percent (20%) of an aggregate amount equal to seventeen and one-half percent the Purchase Price minus the Proportionate Debt Amount (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a10.9(a) shall not apply to any Losses attributable to the Excluded indemnification for Liabilities or the Special Environmental Liabilities or relating to HS Fundamental Representations or arising from to any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effectindemnification obligation under Section 10.1(b), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Mattersc) or 5.17 (Tax Mattersd).

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained hereinin this Agreement, with respect to any claim against the limitations on indemnification set forth Seller Parties for Seller Warranty Breaches pursuant to Section 10.2(a): (i) the Seller Parties shall not be liable for any Damages with respect thereto (other than with respect to breaches of the representations and warranties of the Seller Parties contained in Section 4.24 of this Agreement) unless and until the aggregate amount of indemnifiable Damages which may be recovered from the Seller Parties equals or exceeds $375,000 (the “Basket”), in which case 4832-2222-1976\19 the Seller Parties shall be liable for the full amount of such Damages; and (ii) the maximum aggregate amount of indemnifiable Damages which may be recovered by the Buyer Indemnified Parties arising out of or relating to any Seller Warranty Breaches, shall not exceed an amount equal to $7,500,000 (the “Cap”); provided, that the foregoing clauses (i) and (ii) in this Section 12.06(a10.5(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or Damages relating to (A) Fraud by the Seller Parties or arising from (B) any breach of any of the representations Seller Parties’ Fundamental Representations; and warranties contained provided, further, that the foregoing clause (i) shall not apply to Damages relating to a breach of or failure of Seller Parties covenants in Sections 5.01 (OrganizationSection 7.17, Power and Authorization; Binding Effect), 5.05 (Title including but not limited to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)the payment of Delay Damages.

Limitations on Indemnification. (a) Subject to There shall be no liability for Damages under Section 12.09 9.1(a)(i) or (ii) for breaches of representations, warranties, covenants and except as otherwise provided hereinagreements unless and until (i) the amount of Damages for each claim or for multiple, Seller shall have no Liability to similar claims arising from related facts or circumstances asserted by the Purchaser Buyer Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent exceeds Twenty-Five Thousand Dollars (1%$25,000) of the Final Purchase Price (the “Threshold AmountMateriality Basket”) and then only for Losses up ), but in the event the Materiality Basket is exceeded, the Buyer Indemnified Parties shall be entitled to an aggregate amount equal to seventeen and one-half percent all of such Damages from such claim or similar claims (17.5%) irrespective of the Final Purchase PriceMateriality Basket), and (ii) the aggregate Damages for all such claims (without reference to any and all claims excluded by the Materiality Basket) exceeds Seven Hundred Fifty Thousand Dollars ($750,000) (the “Indemnification Threshold”); provided, however, that no indemnity after such amount of Damages disregarded as a result of operation of clause (ii) immediately preceding exceeds the Indemnification Threshold, only Damages in excess of the Indemnification Threshold shall be recoverable by any the Purchaser Buyer Indemnified Party for any Losses actually incurred with respect to any individual item or matter Parties unless otherwise excluded by the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold AmountMateriality Basket. Notwithstanding the foregoing or anything to the contrary contained herein, the The limitations on indemnification set forth in this Section 12.06(a9.3(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach (i) breaches of the representations and warranties contained Seller Fundamental Representations, (ii) breaches of the covenants set forth in Sections 5.01 1.4, 6.6, 6.7, 9.1(a)(iv) and 9.1(a)(v) and Article X, (Organization, Power and Authorization; Binding Effectiii) claims pursuant to Section 9.1(a)(iv), 5.05 or (Title iv) claims based on fraud, with respect to Purchased Assets; Sufficiency)which, 5.08(b) (Compliance with Law)in each case, 5.13 (Environmental Matters) or 5.17 (Tax Matters)all Damages shall be recoverable from the first dollar.

Limitations on Indemnification. (a) Subject To the extent that the Buyer Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein8.1(a), the Seller shall have no Liability be liable only if (i) the Damages with respect to a claim exceed $10,000 (the Purchaser Indemnified Parties “Minimum Claim Amount”) and (ii) the Damages for any Losses pursuant to this Agreement until all claims that exceed the Losses actually incurred by Minimum Claim Amount exceed, in the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) aggregate, 0.5% of the Final Purchase Price (the “Threshold Deductible Amount”) ), and then the Seller shall be liable only for Losses up Damages to an the extent of any excess over the Deductible Amount. In no event shall the Seller’s aggregate amount equal liability to seventeen and one-half percent (17.5%the Buyer Indemnified Parties under Section 8.1(a) exceed 20% of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any Price (the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to foregoing, (i) the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 (Organization2.1, Power and Authorization; Binding Effect2.2, 2.4, 2.6(a), 5.05 2.10, 2.13(e) and 2.18 (Title the “Fundamental R&Ws”) and (ii) the Ceiling Amount shall not apply to Purchased Assetsbreaches or inaccuracies of the Fundamental R&Ws; Sufficiency)provided, 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) that the Seller’s aggregate liability for a breach or 5.17 (Tax Matters)inaccuracy of any Fundamental R&W shall not exceed an amount equal to the Purchase Price minus the amount of all other Damages payable by the Seller hereunder.

Limitations on Indemnification. (a) Subject Notwithstanding anything in this Article 11 to Section 12.09 and except as otherwise provided hereinthe contrary, Seller shall have no Liability not be obligated to the indemnify any Purchaser Indemnified Parties for any Losses pursuant to this Agreement until Person under Section 11.1(a): (i) unless the Losses actually incurred by the aggregate of all Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price Damages exceeds $250,000 (the “Threshold AmountIndemnification Threshold”) and then only for Losses up any individual or series of related Purchaser Damages arising from the same or substantially the same facts and circumstances exceeds $5,000 (the “Per Claim Threshold”) or (ii) to an the extent that the aggregate amount equal to seventeen and one-half percent of all Purchaser Damages exceeds $1,500,000 (17.5%) of the Final Purchase Price“Indemnification Cap”); provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000Indemnification Cap, Indemnification Threshold and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Per Claim Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to nor count towards any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or Seller indemnification obligation (A) arising out of, relating to or resulting from Fraud on the part of Seller or any of its Affiliates, (B) arising out of, relating to or resulting from any a breach of the or inaccuracy in any of Seller’s representations or warranties in Section 4.1 (Organization and warranties contained in Sections 5.01 Good Standing), Section 4.3 (OrganizationTaxes), Power and AuthorizationSection 4.7 (Authority; Binding EffectNature), 5.05 Section 4.15(a) (Title to Purchased Assets; Sufficiency) or Section 4.18 (Brokers) (together, the “Fundamental Representations”), 5.08(b(C) arising out of, relating to or resulting from any Excluded Asset or Excluded Liability, or (Compliance with Law), 5.13 (D) the Environmental Matters) or 5.17 (Tax Matters, which shall be governed by Section 11.5(b).

Limitations on Indemnification. (ai) Subject Other than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, no Indemnitee shall be entitled to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for recover any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties of any party contained in Sections 5.01 herein, unless such Indemnified Party's cumulative aggregate claims therefor exceed two hundred thousand dollars (Organization, Power and Authorization; Binding Effect$200,000) (the “Basket”)), 5.05 in which case the Indemnitee shall be entitled to recover all Losses. Further, other than in instances of fraud, intentional misrepresentation, or willful misconduct or breach of any of the Fundamental Representations, in no event shall the cumulative aggregate liability of the Seller, on the one hand, and the Parent and the Buyer, on the other hand, under this Agreement or otherwise exceed ten percent (Title to Purchased Assets; Sufficiency10%) of the Closing Purchase Consideration (the “Cap”), 5.08(ballocated between cash and Warrants in the same proportion as the form of consideration paid for the Closing Purchase Consideration. For the avoidance of doubt, indemnification obligations under clause (iii) of Section 8.02(a) or any indemnification due to a breach of Section 2.04(5) shall not be subject to the Basket or the Cap. Buyer Indemnitees shall first seek indemnification from the Escrow Fund (Compliance with Lawas defined in the Escrow Agreement), 5.13 (Environmental Matters) or 5.17 (Tax Matters)and shall not seek indemnification from the Seller Indemnitors until the Escrow Fund is exhausted.

Limitations on Indemnification. (a) Subject Notwithstanding Section 8.2 and subject to the following paragraph of this Section 12.09 and except as otherwise provided herein8.4(a), Seller Sellers shall have no Liability obligation to the Purchaser indemnify Buyer’s Indemnified Parties Persons for any Losses Damages pursuant to this Agreement Section 8.2(a)(i) or Section 8.2(b)(i) unless and until such time as the Losses actually incurred total amount of all Damages pursuant to Section 8.2(a)(i) and Section 8.2(b)(i) by Buyer’s Indemnified Persons exceeds $500,000 (the Purchaser Indemnified Parties “Deductible”) in the aggregate, and then only for the amount by which such Damages exceed the Deductible up to an aggregate amount equal to one percent (1%) 5% of the Final Purchase Price (the “Threshold AmountCap”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price); provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) Deductible shall not apply to Damages arising from or related to any Losses attributable Breach by Sellers of any representation or warranty under Sections 4.2 (authority), 4.3 (title to shares), 4.7 (brokers) or Section 5.17 (tax matters). After the aggregate of the amount of Damages exceeds the Deductible, the Buyer’s Indemnified Persons shall be entitled to seek indemnification for claims of Damages only when the Damages arising from an individual claim or group of related claims based on a single set or common nucleus of operative facts exceed $15,000. Claims for Damages pursuant to Section 8.2(c) will not be subject to the Excluded Liabilities or limitation on indemnification specified as the Special Environmental Liabilities or relating Deductible, will be subject to or arising from any breach the limitation on indemnification specified as the Cap, and will not be subject to the final sentence of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)preceding paragraph.

Limitations on Indemnification. (a) Subject To the extent that SPLC Indemnified Parties or Triton Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except 6.1 or Section 6.2, Triton or SPLC, as otherwise provided hereinapplicable, Seller shall have no Liability to be liable only if the Purchaser Indemnified Parties Damages for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent claim that exceeds Four Hundred Thousand United States Dollars (1%$400,000) of the Final Purchase Price (the “Threshold Deductible Amount”) ), and then Triton or SPLC, as applicable, shall be liable only for Losses up the Damages, if any, to an aggregate amount equal to seventeen and one-half percent (17.5%) the extent of the Final Purchase Price; provided, however, that excess over the Deductible Amount. In no indemnity event shall be recoverable by any either Party’s aggregate liability under Section 6.1 or Section 6.2 exceed Four Million United States Dollars ($4,000,000) (the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold “Ceiling Amount”). Notwithstanding the foregoing foregoing, (i) SPLC’s aggregate liability to Triton Indemnified Parties under Section 6.2 for breaches or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 Section 4.7 (Management Projections and Budgets) shall not be subject to the Ceiling Amount but shall not exceed Twenty Million United States Dollars ($20,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization, Power and Authorization; Binding Effect), 5.05 Section 3.2 (Authority and Approval), Section 3.4 (Title to Purchased Physical Assets; Sufficiency), 5.08(b) Section 3.6 (Compliance with LawTaxes), 5.13 and Section 3.7 (Environmental MattersBrokerage Arrangements), Section 4.1 (Organization and Existence), Section 4.2 (Authority and Approval), Section 4.4 (Brokerage Arrangements) and Section 4.6 (Title to Zydeco Subject Interests), provided, that neither Party’s aggregate liability for all claims under this Agreement, including for breaches or 5.17 inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall exceed Forty Million United States Dollars (Tax Matters$40,000,000).

Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, a party's right to indemnification hereunder shall be limited as follows: (a) Subject to Section 12.09 and except as otherwise provided herein, Seller No indemnification shall have no Liability to be made for Losses unless the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal of all claims for indemnification from Seller or Buyer (as the case may be) exceeds Twenty-Five Thousand Dollars ($25,000), in which case the Seller or Buyer (as the case may be) shall only be liable for Losses in excess of such amount. (b) The liability of Seller for Losses arising out of breaches of Section 5.12 (relating to one percent (1%certain environmental matters) for which a Claim is properly made by Buyer during the period commencing on the second anniversary of the Final Purchase Price (Closing Date and ending on the “Threshold Amount”) and then only for Losses up fourth anniversary of the Closing Date, shall be limited to an aggregate amount not to exceed an amount equal to seventeen and one-half percent (17.5%) the Unused Portion of the Final Environmental Hold Back, plus any amounts set off from the Environmental Hold Back pursuant to Section 10.4 hereof. (c) The total liability of Seller under this Article 10 shall in no event exceed the aggregate consideration received by Seller hereunder, including without limitation, the Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none value of the Losses with respect Assumed Liabilities and the Earn Out net of any amount paid by Seller to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything Buyer pursuant to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)13.8 hereof.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller No Indemnifying Party hereto shall have no Liability any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the Purchaser Indemnified Parties aggregate amount of Losses for any Losses pursuant to which such Indemnifying Party would, but for the provisions of this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed Section 5.5, be liable exceeds, on an aggregate basis, One Million Five Hundred Thousand Dollars ($1,500,000), it being agreed that in such event the Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to receive only the amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for such Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase Pricesuch threshold; provided, however, that no indemnity such threshold shall be recoverable by any the Purchaser Indemnified Party for any not apply to Losses actually incurred with respect related to any individual item of the matters described in Sections 2.2, 2.3, 2.8, 2.14, 3.2, 3.3, 5.1(b), 5.2(b) and 6.13 hereof or matter unless to Pre-Closing Liabilities and Post-Closing Liabilities. The maximum indemnification liability of the amount thereof exceeds US$100,000Seller and the Guarantor, on the one hand, and if such amount is not exceeded, then none of the Losses with respect to Parent and the Buyer, on the other hand, shall not exceed Ten Million Dollars ($10,000,000); provided, however, that such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) limitation shall not apply to any Losses attributable breaches asserted with respect to Sections 2.2, 2.3, 2.8, 3.2 or 3.3, in which case the Excluded Liabilities maximum indemnification liability of the Seller and the Guarantor, on the one hand, and the Parent and the Buyer, on the other hand, shall not exceed the Purchase Price. Notwithstanding the foregoing, nothing in this Agreement will relieve any Party from liability for fraud or the Special Environmental Liabilities or relating to or arising from any willful breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) this Agreement of any or 5.17 (Tax Matters)willful misrepresentation herein.

Limitations on Indemnification. None of the Purchaser Indemnitees shall be entitled to assert any right to indemnification under Section 5.1 with respect to a Claim or series of related Claims if such Claim or series of related Claims arise out of the same or similar facts or circumstances, where the Losses related thereto are less than $55,000 (a) Subject to Section 12.09 and except as otherwise provided hereineach, a “De Minimis Loss”). The Seller shall not have no Liability any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the Purchaser Indemnified Parties aggregate amount of Losses (not including any De Minimis Losses) for any Losses pursuant to which the Seller would, but for the provisions of this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed Section 5.5, be liable exceeds, on an aggregate amount equal to one percent (1%) of the Final Purchase Price basis, $1,070,000 (the “Threshold AmountDeductible”), it being agreed that in such event, the Seller’s obligations under Article V hereof will take the Deductible into account and the Purchaser Indemnitee will be entitled to receive only the amount of such Losses (not including any De Minimis Losses) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase PriceDeductible; provided, however, that no indemnity neither the De Minimis Loss limitation nor the Deductible shall be recoverable by any the Purchaser Indemnified Party for any apply to Losses actually incurred with respect related to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none breaches of the Losses with respect to such item Seller Fundamental Representations, Section 5.1(b) or matter will count toward satisfying the Threshold AmountSection 5.1(c) hereof. Notwithstanding the foregoing or anything in this Agreement to the contrary contained hereincontrary, the limitations on maximum indemnification set forth in liability of the Seller under this Section 12.06(a) Agreement, shall not exceed $8,025,000 (the “Cap”); provided, however, that the Cap shall not apply to any Losses attributable breaches asserted with respect to the Excluded Liabilities or Seller Fundamental Representations, in which case the Special Environmental Liabilities or relating to or arising from any breach maximum indemnification liability of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)Seller shall not exceed the Purchase Price.

Limitations on Indemnification. (a) Subject Notwithstanding any other provision of this Agreement, the Seller Indemnifying Parties shall not be liable to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to indemnify the Purchaser Indemnified Parties for any Losses pursuant to matter that could be made subject of a claim under this Agreement Article 13 until the Losses actually incurred by aggregate amount of any and all Purchaser Damages exceeds $1,000,000, at which time the Seller Indemnifying Parties shall be liable to indemnify the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) for any and all Purchaser Damages in excess of $500,000. Additionally, notwithstanding any other provision in this Agreement, the total indemnification obligation of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up Seller Indemnifying Parties to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party Parties in connection with any and all Purchaser Damages shall be $4,000,000, and the Seller Indemnifying Parties shall have no further indemnification obligations to the Purchaser Indemnified Parties once, in the aggregate, the Purchaser Indemnified Parties have received payment of Purchaser Damages from the Seller Indemnifying Parties in such amount, except for any Losses actually incurred with respect claims related to any individual item or matter unless the amount thereof exceeds US$100,000misrepresentation, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties warranty or nonfulfillment of any covenant or agreement contained in Sections 5.01 (Organization4.6, Power 4.12, 4.14, 4.16 and Authorization; Binding Effect)4.17 on the part of either Seller or the Shareholders or claims made pursuant to Sections 13.1(c) and 13.2, 5.05 (Title none of which shall not be subject to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)such limitation.

Limitations on Indemnification. Neither Seller nor Purchaser shall be entitled to make any claim for indemnification under this Article 6, with respect to (ai) Subject to Section 12.09 and except as otherwise provided hereinthe breach of any representation, Seller shall have no Liability to warranty or covenant contained herein (other than those representations, warranties or covenants which by their terms survive for a longer period) after the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to date one percent (1%) year after the Closing, or (ii) the breach of any other representation, warranty or covenant contained herein which, by its terms, survives for a longer period, after the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) expiration of the Final Purchase Price; providedsuch survival period, howeverunless, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item such representation, warranty or matter unless covenant (regardless of the amount thereof exceeds US$100,000date on which such representation, warranty or covenant ceases to survive), prior to the date on which such representation, warranty or covenant ceases to survive, Seller or Purchaser, as the case may be, shall assert such claim for indemnification, and if shall specify, in reasonable detail to the extent known, the specific facts constituting the basis for such amount is not exceeded, then none of claim for indemnification. No indemnity shall be payable by the Losses Seller with respect to such item any claim under Section 6.02, or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply by Purchaser with respect to any claim under Section 6.03, unless and until the aggregate of all Losses attributable to due from Seller or Purchaser, as the Excluded Liabilities case may be, exceeds $25,000 and then the indemnifying party shall be liable for only the excess thereof, except that claims arising under Section 6.03(d) or the Special Environmental Liabilities (e) or relating to or arising from in respect of any breach of the representations and warranties representation contained in Sections 5.01 Section 3.01(s)(x) shall be fully indemnifiable. In addition, the total indemnification to which Purchaser shall be entitled under this Agreement shall be limited to an amount, in the aggregate, not to exceed Eight Hundred Five Thousand Dollars (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters$805,000).

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller The Diageo Indemnifying Parties shall have no Liability to the Purchaser Indemnified Parties liability for any Losses indemnification pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent clause (1%i) of the Final Purchase Price (the “Threshold Amount”Section 9.2(a) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to Covered Losses for which indemnification is provided thereunder, unless such Covered Losses exceed in the aggregate $100 million, in which case the Diageo Indemnifying Parties shall be liable for all such Covered Losses in excess of such amount; PROVIDED, that the Diageo Indemnifying Parties shall have no liability for such Covered Losses (and such Covered Losses will not be aggregated for purposes of such $100 million) in connection with any individual item claim or matter series of related claims unless the aggregate amount thereof of Covered Losses associated with such claim or series of related claims exceeds US$100,000, and if such amount is not exceeded, then none $5 million. (b) The General Xxxxx Indemnifying Parties shall have no liability for indemnification pursuant to clause (i) of the Losses Section 9.3(a) with respect to Covered Losses for which indemnification is provided thereunder, unless such item Covered Losses exceed in the aggregate $100 million, in which case the General Xxxxx Indemnifying Parties shall be liable for all such Covered Losses in excess of such amount; PROVIDED, that the General Xxxxx Indemnifying Parties shall have no liability for such Covered Losses (and such Covered Losses will not be aggregated for purposes of such $100 million) in connection with any individual claim or matter will count toward satisfying any series of related claims unless the Threshold Amountaggregate amount of Covered Losses associated with such claim or series of related claims exceeds $5 million. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)9.6.

Limitations on Indemnification. (a) Subject Notwithstanding anything to Section 12.09 and except as otherwise provided the contrary contained herein, neither Seller nor the Doolittles on the one hand, nor Buyer on the other hand (or, in each case, such party's officers, directors, employees, agents, representatives and affiliates), shall have no Liability be entitled to recover from the Purchaser Indemnified Parties for any Losses pursuant to this Agreement other under Section 5.2(a)(1) or 5.2(b)(1), as applicable (i) unless and until the total of all such party's Losses actually incurred by (including the Purchaser Indemnified Parties exceed an aggregate Losses such party's officers, directors, employees, agents, representatives and affiliates) under Section 5.2(a)(i) or 5.2(b)(i), as applicable, exceeds $50,000, in which case, such party (and such party's officers, directors, employees, agents, representatives and affiliates) shall be entitled to recover the full amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for all such Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase Price$50,000; provided, however, that no indemnity shall be recoverable claim for indemnification by any the Purchaser Indemnified Party for any Losses actually incurred Buyer hereunder with respect to any individual item Losses resulting from an inaccuracy in or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 2.2 and 2.11 shall be subject to the aforesaid limitation. Notwithstanding anything herein to the contrary, the sum of all Losses pursuant to which indemnification is payable pursuant to Article V shall not exceed the Purchase Price actually paid under this Agreement (Organizationit being understood that if the Purchase Price is subsequently increased as a result of an Earnout Payment or otherwise, Power and Authorization; Binding Effectany Losses theretofore limited by this sentence shall thereafter be recoverable to the extent of any such increase in the Purchase Price), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters).

Limitations on Indemnification. (a) Subject Notwithstanding the provisions of Section 9.2(a), neither the MTM Stockholders nor the Stockholder shall be required to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to indemnify or hold harmless any of the Purchaser Indemnified Parties for on account of any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an Loss under Section 9.2(a) unless the liability of the MTM Stockholders and the Stockholder in respect of that Purchaser Indemnified Loss, when aggregated with the liability of the MTM Stockholders and the Stockholders in respect of all Purchaser Indemnified Losses under Section 9.2(a), exceeds, and only to the extent the aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the all those Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000does exceed, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding ; provided that for purposes of the foregoing or anything indemnity obligation pursuant to the contrary contained hereinSection 9.2(a)(iv), the Threshold Amount shall be increased by the excess of any Recent Operating Profits over Agreed Settlement Costs. In no event shall (i) the aggregate joint and several liability of the MTM Stockholders and the Stockholder under this Agreement, including Sections 9.2(a) and 9.2(b), exceed the Ceiling Amount or (ii) the aggregate liability of any MTM Stockholder under this Agreement, including Sections 9.2(a) and 9.2(b), exceed the sum of $2,000,000. The foregoing limitations on indemnification set forth in this Section 12.06(a9.6(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach indemnity obligations of the representations Purchaser and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title the MTM Stockholders with respect to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) any Excess Tax Obligations or 5.17 (Prior Tax Matters)Liability.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller An Indemnifying Party shall have no Liability liability to the Purchaser Indemnified Parties indemnify for any Losses Damages pursuant to this Agreement Section 9.1(a)(i) or 9.1(b)(i), as applicable, unless and until the Losses actually incurred aggregate amount of all Damages for all claims asserted by the Purchaser Seller Indemnified Parties exceed an aggregate amount equal to one percent Parties, collectively, or the Parent Indemnified Parties, collectively, as applicable, exceeds Five Hundred Thousand Dollars (1%$500,000) of the Final Purchase Price (the “Threshold AmountDeductible”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price); provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless after the amount thereof of such Damages exceeds US$100,000the Deductible, and if all such amount is not exceeded, then none Damages in excess of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything Deductible shall, subject to the contrary contained herein, the other limitations on indemnification set forth in this Section 12.06(a) Article IX, be recoverable by the applicable Indemnified Parties; provided, further, that the foregoing limitations shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of (i) the representations and warranties contained set forth in Sections 5.01 3.1(a) (Organization and Corporate Power), 3.2 (Authority for Agreement), 3.3 (No Violation to Result), 3.4 (Capitalization), 3.10 (Taxes), 4.1 (Authority for Agreement), 4.2 (No Violation to Result), 4.3 (Ownership), 5.1 (Organization, Power and Authorization; Binding Effect), 5.05 5.2 (Title to Purchased Assets; SufficiencyAuthority for Agreement), 5.08(b) 5.3 (Compliance with LawNo Violation to Result), 5.5 (Capitalization), 5.6 (Listing), 5.7 (Trust Fund) and 5.13 (Environmental MattersTaxes) or 5.17 (Tax Matters)ii) claims based on fraud or Willful Breach, with respect to which, in each case, all Damages in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the thresholds in this Section 9.4(a) have been exceeded. For purposes of determining the amount of any Damages with respect to (but not for purposes of determining the existence of) any breach of any representation, warranty or covenant for purposes of indemnification under this Article IX, any qualification or limitation of a representation, warranty or covenant by reference to materiality of matters stated therein or as to matters having or not having “Material Adverse Effect,” “materiality” or words of similar effect, shall be disregarded.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller The Sellers shall have no Liability liability for any claim for indemnification pursuant to Section 12.03(a)(i), Section 12.03(b)(i) or Section 12.03(b)(ii)(C) if the Loss associated with such claim is less than $100,000 (any claim in such amount being referred to as a "De Minimis Claim"). The Sellers shall have no liability for indemnification pursuant to Section 12.03(a)(i), Section 12.03(b)(i) or Section 12.03(b)(ii)(C) with respect to Losses for which indemnification is provided thereunder unless the aggregate amount of such Losses (excluding all Losses associated with De Minimis Claims) exceeds five million dollars ($5,000,000) (the "Indemnity Threshold") (and then only to the Purchaser Indemnified Parties for extent of such excess); provided that in no event shall (i) the aggregate indemnification to be paid by the Sellers pursuant to Section 12.03(a)(i), Section 12.03(a)(ii)(A), Section 12.03(b)(i) or Section 12.03(b)(ii)(C) exceed the Adjusted Escrow Funds, and (ii) the aggregate indemnification to be paid by any Losses Seller pursuant to this Agreement until exceed the Losses actually incurred actual cash proceeds received by such Seller pursuant to this Agreement; provided that the aggregate indemnification to be paid by any of Xxxxxxxx Acquisition, GTCR X/B and the Blocker Seller (collectively, the "GTCR Sellers") pursuant to this Agreement shall not exceed the actual cash proceeds received by the Purchaser Indemnified Parties exceed an aggregate amount equal GTCR Sellers pursuant to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)Agreement.

Limitations on Indemnification. Notwithstanding anything else contained herein to the contrary, no indemnification payable by an indemnifying party in this Article 10 shall be required from an indemnifying party (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement individual item where the Damages related thereto are less than $5,000 and (b) in respect of each individual item where the Damages related thereto exceed the amount set out in clause (a) above, until the Losses actually aggregate amount of Damages incurred by a party to be indemnified exceeds $100,000 (the Purchaser Indemnified Parties "Deductible"). In the event that a party to be indemnified's Damages exceed the Deductible, the indemnifying party's obligations will apply only to all such Damages that exceed the Deductible. In no event shall the aggregate liability under this Article 10 of (i) the Seller and the Company for all claims hereunder exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price $3,200,000 (the “Threshold Amount”"Cap"), and (ii) and then only the Buyer for Losses up to all claims hereunder exceed an aggregate amount equal to seventeen the Cap; provided, however, that, with respect to any Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of a claim for fraud, or under Section 10.2(b) (related solely to a breach of any covenant contained in Sections 6.3, 6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), under Section 10.2(c), or under Section 10.2(d) the Seller (and one-half percent the Company if such claim relates to an event or occurrence that arises prior to the Closing) shall be liable for all such Damages, without regard to the Cap or the Deductible. Amounts payable for Damages suffered or incurred by a Buyer Indemnified Party resulting from or arising out of a claim under Section 10.2 shall be paid first from the Restricted Account and then the Seller (17.5%) of and the Final Purchase PriceCompany if such claim relates to an event or occurrence that arises prior to the Closing); provided, however, that no indemnity shall be recoverable amounts payable for Damages suffered or incurred by any the Purchaser a Buyer Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to resulting from or arising from any out of a claim for fraud or willful misrepresentation, or under Section 10.2(b) (related solely to a breach of the representations and warranties any covenant contained in Sections 5.01 (Organization6.3, Power and Authorization; Binding Effect6.8, 6.9, 6.10, 6.13, 6.14 or 7.3), 5.05 (Title to Purchased Assets; Sufficiencyunder Section 10.2(c), 5.08(bor under Section 10.2(d) shall be paid first by the Seller (Compliance with Law)and the Company if such claim relates to an event or occurrence that arises prior to the Closing) and then from the Restricted Account; provided, 5.13 further, however, that the Buyer Indemnified Parties may choose to seek payment first from the Restricted Account prior to seeking payment from the Seller (Environmental Matters) and the Company if such claim relates to an event or 5.17 (Tax Mattersoccurrence that arises prior to the Closing).

Limitations on Indemnification. (ai) Subject Anything in this Agreement to Section 12.09 and except as otherwise provided hereinthe contrary notwithstanding, Seller no indemnification payment shall have no Liability be made to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by amounts which the Purchaser Indemnified Parties exceed an would otherwise be entitled to receive as indemnification under this Agreement aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; providedat least $100,000, however, that no indemnity shall be recoverable by any at which time the Purchaser Indemnified Party Parties shall be indemnified dollar for dollar to the extent any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses liability with respect to such item matters exists. The indemnification provisions set forth in Section 5.3(a)(i) (with respect to a breach of Sections 4.14, 4.26 and 4.30), 5.3(a)(ii) (with respect to a breach of Sections 7.1, 7.2 and 7.4), 5.3(a)(iii), 5.3(a)(iv), and 5.3(a)(v), or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything a claim based upon "fraud" (as hereinafter defined) shall not be subject to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a5.3(d)(i) and shall not apply be indemnified to the Purchaser Indemnified Parties dollar for dollar to the extent any liability with respect to such matters exists. Anything in this Agreement to the contrary notwithstanding, no indemnification payment shall be made to the Seller Indemnified Parties until the amounts which the Seller Indemnified Parties would otherwise be entitled to receive as indemnification under this Agreement aggregate at least $100,000, at which time the Seller Indemnified Parties shall be indemnified dollar for dollar to the extent any liability with respect to such matters exists. Notwithstanding the foregoing, the Seller Indemnified Parties shall be indemnified dollar for dollar with respect to any Losses attributable liability arising out of Xxxxxx'x breach of Sections 2.4(d) and 3.6 hereof, and also Section 3.7 hereof solely to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any extent that Xxxxxx'x breach of Section 3.7 causes Xxxxxx to not be in compliance with the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(brequirements of Rule 144(c) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)promulgated under the Securities Act.

Limitations on Indemnification. Notwithstanding the foregoing: (ai) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability any claim for indemnification must be made on or prior to the Purchaser Indemnified Parties for any Losses August 31, 2003, and (ii) no party to this Agreement shall be entitled to indemnification pursuant to this Agreement Article IX until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal for which indemnification is sought exceeds $75,000 and, then, only to one percent the extent such indemnification exceeds such amount, and (1%iii) the aggregate obligations of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Priceeither party under this Article IX shall not exceed $750,000; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding limitations contained in the foregoing or anything to the contrary contained hereinclauses (i), the limitations on indemnification set forth in this Section 12.06(a(ii) and (iii) shall not apply to any Losses attributable to (A) claims based upon the Excluded Liabilities Purchase Price Adjustment under Section 2.4; or the Special Environmental Liabilities (B) claims for indemnification based on fraud or relating to or intentional misrepresentation; (C) product liability claims and warranty claims arising from any breach of the or related to products sold by Seller and asserted against Buyer, but subject to Buyer's obligations under Section 6.7 above; (D) representations and warranties contained in Sections 5.01 (Organization4.1, Power 4.2, the first sentence of 4.6, 5.1, 5.2, 5.7, or 5.9 or Buyer's failure to pay amounts due Seller under the Lease, the MIS Services Agreement, the Transition Services Agreement or the Preferred Stock. Seller and Authorization; Binding Effect)Buyer each hereby acknowledge and agree that, 5.05 (Title except as set forth in the Registration Rights Agreement, this Article IX shall be each party's sole and exclusive remedy with respect to Purchased Assets; Sufficiency)any loss, 5.08(b) (Compliance with Law)injury, 5.13 (Environmental Matters) damage or 5.17 (Tax Matters)other liability under this Agreement or the transactions contemplated hereby.

Limitations on Indemnification. (a) Subject The maximum aggregate obligation of each Seller with respect to any claim for indemnification shall not exceed such Seller's Allocable Portion of the amount of such claim. The maximum aggregate obligation of each Seller pursuant to Section 12.09 7.2 shall not exceed such Seller's Allocable Portion of the Escrow Amount, and except as otherwise provided hereinrecovery from the Escrow Amount shall be the sole and exclusive remedy under this Agreement for the matters listed in Section 7.2; provided, however, that, notwithstanding the foregoing, the maximum aggregate obligation of each Seller pursuant to Section 7.2 with respect to claims based on Section 3.2(a) (Authorization) and Section 3.3(a) (Capitalization) and claims based on fraud shall have no Liability not exceed the aggregate amount of cash paid to such Seller pursuant to Section 2 (including amounts contributed to the Purchaser Indemnified Parties Escrow Amount). Notwithstanding anything contained herein to the contrary, no Buyer Indemnitee may make a claim for any Losses indemnification pursuant to this Agreement Section 7.2 unless and until the an Indemnification Claim Notice describing Losses actually incurred by the Purchaser Indemnified Parties exceed in an aggregate amount equal to one percent (1%) of the Final Purchase Price greater than $100,000 (the “Threshold "Basket Amount”") and then only has been delivered, in which case the Buyer Indemnitee shall be entitled to claim indemnity for the full amount of Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) without deduction of the Final Purchase Pricesuch $100,000; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) limitation shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations claims based on Section 3.2(a) (Authorization) and warranties contained in Sections 5.01 Section 3.3(a) (Organization, Power and Authorization; Binding EffectCapitalization), 5.05 (Title claims pursuant to Purchased Assets; SufficiencySection 7.2(c), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)and claims based on fraud.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability Notwithstanding anything in this Agreement to the Purchaser Indemnified Parties for any contrary, all indemnifiable Losses to be paid after the Closing to Parent and its affiliates pursuant to this Agreement ARTICLE IX shall be paid solely out of any funds in the Indemnification Hold-Back (and with respect to any Losses arising under Section 9.2(a)(iii), the Dissenters' Hold-Back, as well as the Indemnification Hold-Back), which shall be the sole and exclusive sources of payment for any such indemnity. Except for Claims based on actual fraud, Parent and its affiliates shall not be indemnified and held harmless: unless and until the total amount of Losses actually incurred by to Parent and its affiliates finally determined to arise thereunder based upon, attributable to or resulting from the Purchaser Indemnified Parties exceed an breach or failure of all representations, warranties, covenants and other agreements, exceeds, in the aggregate amount equal to one percent (1%) of the Final Purchase Price $1,000,000 (the “Threshold Amount”) "Deductible"), and then only for to the extent that such Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of exceed the Final Purchase PriceDeductible; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party this limitation does not apply to Losses arising under Section 9.2(a)(iii); and for any Losses actually incurred with respect to any individual item or matter unless in excess of the amount thereof exceeds US$100,000of any funds then remaining in the Indemnification Hold-Back. Except for Claims based on actual fraud, the Shareholders shall not be indemnified and held harmless: unless and until the total amount of Losses to the Shareholders finally determined to arise thereunder based upon, attributable to or resulting from the breach or failure of all representations, warranties, covenants and other agreements, exceeds, in the aggregate, the Deductible, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything only to the contrary contained herein, extent that such Losses exceed the limitations on indemnification set forth in this Section 12.06(a) shall not apply to Deductible; or for any Losses attributable to that exceed, in the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organizationaggregate, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)$5,000,000.

Limitations on Indemnification. (a) Subject To the extent that SHLX Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 and except as otherwise provided herein8.1(a), Seller SPLC shall have no Liability to the Purchaser Indemnified Parties be liable for any Losses Damages pursuant to this Agreement until Section 8.1(a) only if (i) the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim pursuant to Section 8.1(a) exceed One Hundred Thousand Dollars ($100,000) and (ii) the amount thereof exceeds US$100,000Damages for all claims pursuant to Section 8.1(a) exceed, in the aggregate, One Million Dollars ($1,000,000) (the “Deductible Amount”), and if such amount is not exceeded, then none SPLC shall be liable only for Damages pursuant to Section 8.1(a) to the extent of any excess over the Losses with respect Deductible Amount. In no event shall SPLC’s aggregate liability to such item or matter will count toward satisfying SHLX Indemnified Parties under Section 8.1 exceed One Hundred Twenty-Two Million Dollars ($122,000,000) (the Threshold “Ceiling Amount”). Notwithstanding the foregoing foregoing, (i) SPLC’s aggregate liability to SHLX Indemnified Parties under Section 8.1 for breaches or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 Section 3.20 (Management Projections and Budget) shall not be subject to the Ceiling Amount but shall not exceed Six Hundred Ten Million Dollars ($610,000,000) and (ii) the Deductible Amount and the Ceiling Amount shall not apply to breaches or inaccuracies of representations and warranties contained in Section 3.1 (Organization, Power and Authorization; Binding Effect), 5.05 Section 3.2 (Authority and Approval), Section 3.4 (Capitalization; Title to Purchased Assets; SufficiencySubject Interests), 5.08(b) Section 3.9 (Compliance with LawTaxes), 5.13 Section 3.16 (Environmental MattersBrokerage Arrangements) and Section 3.17 (Books and Records), provided, that SPLC’s aggregate liability for all claims under this Agreement, including for breaches or 5.17 inaccuracies of representations and warranties contained in such sections described in clauses (Tax Mattersi) and (ii) and for breaches of covenants, shall not exceed the Consideration; provided, further, however, that the payment and indemnification obligations of SPLC pursuant to Article VI shall not be subject to any limitation in this Section 8.6(a) and shall be excluded from the determination of whether the maximum indemnification amount specified in the immediately preceding proviso has been reached or exceeded. (b) For purposes of determining the amount of Damages, with respect to any asserted claim for indemnification by a SHLX Indemnified Party, such determination shall be made without regard to any qualifier as to “material,” “materiality” or SPLC Material Adverse Effect expressly contained in Article III (except in the case of the term “Material Contract”).; provided that this Section 8.6(b) shall not so modify the representations and warranties for purposes of first determining whether a breach of any representation or warranty has occurred. (c) Additionally, neither SPLC, on the one hand, nor SHLX, on the other hand, will be liable as an indemnitor under this Agreement for any consequential, incidental, special, indirect or exemplary damages suffered or incurred by the indemnified party or parties except to the extent resulting pursuant to third party indemnity claims. Section 8.7

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses indemnification pursuant to this Agreement until Section 11.02(a)(i) with respect to Covered Losses for which indemnification is provided thereunder unless such Covered Losses exceed in the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price $2,000,000 (the “Threshold AmountBasket”) and then only ), in which case Seller shall be liable for all such Covered Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) in excess of the Final Purchase PriceBasket; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000that, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or notwithstanding anything to the contrary herein, (i) in no event shall the aggregate amount to be paid by Seller hereunder exceed $18,750,000, and (ii) Seller shall only be liable for any individual Covered Loss or group of related Covered Losses in excess of $100,000; provided further, that for purposes of this Section 11.07(a), if any representation or warranty of Seller subject to indemnification hereunder is qualified or limited by the terms “material”, “materially”, “Material Adverse Effect”, “material adverse effect”, or similar qualification except for those appearing in all capitalized text, the term “Material Contract” or those contained hereinin Section 2.05 and Section 2.06, but excluding any dollar amount, such qualification and/or limitation shall in all respects be ignored and given no effect for purposes of determining the amount of any such Covered Loss. Notwithstanding anything herein to the contrary, the limitations on indemnification set forth in this Section 12.06(a11.07(a) shall not apply to Covered Losses incurred by any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to Purchaser Indemnified Parties in connection with or arising from any breach of the representations and warranties contained any representation or warranty of Seller in Sections 5.01 Section 2.01 (Organization), Power and Section 2.02 (Authorization; Binding EffectEnforceability), 5.05 Section 2.19 (Title to Purchased Sufficiency of Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 Section 2.21 (Tax MattersFinders; Brokers).

Limitations on Indemnification. (a) Subject 11.6.1. No Indemnifying Party shall be required to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser indemnify an Indemnified Parties Party hereunder for any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any representation or warranty (other than any breach of or inaccuracy in any representation or warranty made by any Seller in Sections 6.1 (Due Organization and Authority, 6.5 (Authority to Execute and Perform Agreement), 6.14 (Environmental Matters), 6.13 (Employee Benefits), 6.15 (Taxes); 6.18 (Compliance with Laws) and 6.21 (Illegal Payments), indemnification for which shall be as provided below) made by such Indemnifying Party in or pursuant to this Agreement until (including the Schedules and Exhibits hereto) (such Losses actually incurred by being collectively referred to herein as the Purchaser Indemnified Parties exceed an “Representation and Warranty Losses”) except to the extent that the aggregate amount equal of such Representation and Warranty Losses for which the Indemnified Party is otherwise entitled to one percent (1%) of the Final Purchase Price indemnification pursuant to this Article 11 exceeds $50,000 (the “Threshold Deductible Amount”) (it being understood and then only agreed that the Deductible Amount is intended as a deductible, and no Indemnifying Party shall be liable for any Representation and Warranty Losses up less than the Deductible Amount for which the Indemnified Party is otherwise entitled to an indemnification), whereupon the Indemnified Party shall be entitled to be paid the excess of (x) the aggregate amount equal of all such Representation and Warranty Losses over (y) the Deductible Amount, subject to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification maximum amount of recovery set forth in Section 11.6.2. All Losses (including, but not limited to, any Losses related to or arising directly or indirectly out of any breach of or any inaccuracy in any representation or warranty made by any Seller in Sections 6.1 (Due Organization and Authority), 6.5 (Authority to Execute and Perform Agreement), 6.14 (Environmental Matters), Sections 6.13 (Employee Benefits), 6.15 (Taxes), 6.18 (Compliance with Laws), and 6.21 (Illegal Payments)) other than Representation and Warranty Losses (all such Losses being collectively referred to herein as “Purchase-Price Limited-Losses”) shall be indemnified in their entirety by the Indemnifying Parties and shall not be subject to the limitations set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)11.6.1.

Limitations on Indemnification. (a) Subject From and after the Closing, the right to Section 12.09 obtain indemnification from the Escrow Amount, the Holdback Share Consideration and except as otherwise provided herein, Seller shall have no Liability Earnout Payment Amount pursuant to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) indemnification provisions of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity Section 8.3 shall be recoverable by any the Purchaser Indemnified Party Parent Indemnitees’ sole source for any Losses actually incurred recoupment of all Losses, except with respect to any individual item indemnification for Losses incurred pursuant to Sections 8.3(a)(ii) through 8.3(a)(vii) (collectively, the “Specified Claims”), for which Parent Indemnitees shall have the right to obtain indemnification, up to the total amount of Losses, in the following order: (i) first, at the discretion of the Parent Indemnitees, from the Escrow Amount and/or the Holdback Share Consideration; provided that, if, at the applicable time, Losses are capable of being fully satisfied from both the Escrow Amount and the Holdback Share Consideration, then not more than 40% of such Losses shall be satisfied with an offset of the Holdback Shares, (ii) second, if the Escrow Amount and/or the Holdback Share Consideration are not available at that time or matter unless otherwise insufficient to cover the amount thereof exceeds US$100,000Losses indicated in such notice, then from the Earnout Payment Amount (if paid or payable at that time) pursuant to the indemnification provisions of Section 8.3, and if such amount is not exceeded(iii) thereafter, then none to bring a claim directly against any Company Equityholders for its Proportionate Indemnification Share of the Losses with respect remaining Losses, all in accordance to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in Section 8.3 above and this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)8.4.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained hereinin this Agreement, with respect to any claim against the limitations on indemnification set forth Seller Parties for Seller Warranty Breaches pursuant to Section 10.2(a): (i) the Seller Parties shall not be liable for any Damages with respect thereto (other than with respect to breaches of the representations and warranties of the Seller Parties contained in Section 4.24 of this Agreement) unless and until the aggregate amount of indemnifiable Damages which may be recovered from the Seller Parties equals or exceeds $375,000 (the “Basket”), in which case the Seller Parties shall be liable for the full amount of such Damages; and (ii) the maximum aggregate amount of indemnifiable Damages which may be recovered by the Buyer Indemnified Parties arising out of or relating to any Seller Warranty Breaches, shall not exceed an amount equal to $7,500,000 (the “Cap”); provided, that the foregoing clauses (i) and (ii) in this Section 12.06(a10.5(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or Damages relating to (A) Fraud by the Seller Parties or arising from (B) any breach of any of the representations Seller Parties’ Fundamental Representations; and warranties contained provided, further, that the foregoing clause (i) shall not apply to Damages relating to a breach of or failure of Seller Parties covenants in Sections 5.01 (OrganizationSection 7.17, Power and Authorization; Binding Effect), 5.05 (Title including but not limited to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)the payment of Delay Damages.

Limitations on Indemnification. (a) Subject Notwithstanding anything to the contrary in this Article VII or elsewhere in this Agreement, in no event shall any Seller be required to provide indemnification with respect to any claim for indemnification made pursuant to Section 12.09 7.2(b)(i) or Section 7.2(c)(i): (i) if the Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Twenty-Five Thousand Dollars ($25,000) (the “De Minimis Claim Amount”); or (ii) unless and except as otherwise provided herein, Seller shall have no Liability to until the aggregate dollar amount of all Losses of the Purchaser Indemnified Parties for any Losses all such claims that would otherwise be indemnifiable pursuant to this Agreement until Section 7.2(b)(i) or Section 7.2(c)(i) (but without giving effect to any Loss or Losses below the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent De Minimis Claim Amount) exceeds One Million Five Hundred Thousand Dollars (1%$1,500,000) of the Final Purchase Price (the “Threshold AmountIndemnification Deductible”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price); provided, however, that no indemnity shall be recoverable by any if the aggregate amount of all such Losses exceeds the Indemnification Deductible, the Purchaser Indemnified Party Parties shall be entitled to indemnification for any the full amount of all such Losses actually incurred with respect to any individual item or matter unless and not just the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none in excess of the Losses with respect to such item or matter will count toward satisfying Indemnification Deductible; and provided further, that notwithstanding the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) De Minimis Claim Amount and the Indemnification Deductible shall not apply to the Fundamental Representations and, accordingly, any Losses attributable to claims by a Purchaser Indemnified Party in respect of a Fundamental Representation of the Excluded Liabilities Company or the Special Environmental Liabilities or relating to or arising Sellers shall be indemnified hereunder from the first dollar of any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)applicable Losses.

Limitations on Indemnification. (a) Subject The Seller and Guarantor shall not be required to indemnify any Buyer Indemnitee pursuant to Section 12.09 and except 6.3(a) until such time as the aggregate amount of Damages for which Buyer Indemnitees are otherwise provided herein, Seller shall have no Liability entitled to the Purchaser Indemnified Parties for any Losses indemnification pursuant to this Agreement until exceeds $150,000, at which time the Losses actually incurred Seller and Guarantor shall be obligated to indemnify the Buyer Indemnitees for the full amount of such Damages including such $150,000 amount, subject to the limitations of this Section 6. The standard of what is “material” for purposes of determining whether a Representation that is qualified by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) words “material” or “materially” or “Material Adverse Effect” is breached shall be $50,000 per item or group of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Pricerelated items; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount a Representation is not exceeded, breached then none Damages for such breach shall nonetheless include all Damages below the threshold of the Losses with respect to such item or matter will count toward satisfying the Threshold Amountmateriality. Notwithstanding the foregoing or anything to the contrary contained herein, the limitations on indemnification set forth in this Section 12.06(a6.6(a), the threshold limits imposed by this Section 6.6(a) shall not apply to any Losses attributable to Damages arising out of or in connection with indemnification regarding (i) the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained Representations set forth in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 Section 2.18 (Tax Matters), Section 2.21 (Environmental Matters), or Section 2.7(c) (Net Debt), (ii) any Excluded Liability, or (iii) acts of fraud, deceit, or intentional misrepresentation by the Seller or the Guarantor or any of their Representatives.

Limitations on Indemnification. (a) Subject Purchaser shall not be entitled to Section 12.09 and except any indemnification payment for Losses until such time as otherwise provided hereinthe total amount of all Losses that have been directly or indirectly suffered or incurred by any one or more of Purchaser Indemnified Parties, Seller shall have no Liability or to the which any one or more of Purchaser Indemnified Parties for any Losses has or have otherwise become subject pursuant to this Agreement until such provisions, exceeds Two Hundred Fifty Thousand Dollars ($250,000) in the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold AmountDeductible”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price); provided, however, that no indemnity in the event that such Losses exceed the Deductible, the Shareholders shall be recoverable by any fully indemnify the applicable Purchaser Indemnified Party for any all Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if by such amount is not exceeded, then none Purchaser Indemnified Party in excess of the Losses with respect to such item or matter will count toward satisfying the Threshold AmountDeductible. Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) above shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or in connection with indemnification (a) relating to or arising from any breach Fundamental Representations, and (b) relating to breaches of the representations and warranties contained set forth in Section 4.08, and (c) indemnification obligations under Sections 5.01 (Organization, Power and Authorization; Binding Effect12.02(c), 5.05 (Title to Purchased Assets; Sufficiencyf), 5.08(b(p) and (Compliance with Lawq); provided further, 5.13 (Environmental Matters) except as set forth in Section 12.05 and Section 12.06 the indemnification obligations of the Shareholder Indemnified Parties hereunder shall not, in the aggregate, exceed the Cap. Notwithstanding any other provision hereof, in no event shall any party be liable to any other party, or 5.17 (Tax Matters)to the other party’s indemnitees, whether under this Agreement or otherwise, for any punitive damages, except to the extent any Purchaser Indemnified Party is liable to a third party for any such punitive damages.

Limitations on Indemnification. (a) Subject to Section 12.09 and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything to the contrary contained hereinin this Agreement, except (i) with respect to claims for Losses based on fraud, and (ii) claims for Losses under Section 7.1(c), 7.1(d), 7.1(e), 7.2(c) and 7.2(d), (A) the maximum aggregate amount of indemnifiable Losses that may be recovered from the Sellers under Section 7.1, together with the amount of indemnifiable losses that may be recovered from the Sellers under Section 6.1(i) of the License Agreement, or the Buyers under Section 7.2, together with the amount of indemnifiable losses that may be recovered from the Buyers under Section 6.2(i) of the License Agreement, shall not exceed the Purchase Price except that, subject to such limit, the limitations on indemnification set forth in this maximum aggregate amount of indemnifiable Losses that may be recovered from Sellers under Section 12.06(a7.1(f), together with the amount of indemnifiable losses that may be recovered from the Sellers under Section 6.1(iii) and Section 6.1(iv) of the License Agreement, shall not apply exceed one-half of the Purchase Price; and (B) no indemnification payment by the Sellers or the Buyers, as the case may be, with respect to any indemnifiable Loss otherwise payable under Section 7.1 or 7.2 shall be payable until such time as all such indemnifiable Losses attributable payable by the Sellers or by the Buyers, as the case may be, shall aggregate to more than U.S.$100,000, after which time the Excluded Liabilities Sellers or the Special Environmental Liabilities or relating Buyers, as the case may be, shall be liable in full for all indemnifiable Losses in excess of U.S.$100,000, subject to or arising from any breach of the representations and warranties contained in Sections 5.01 clause (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(bA) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)above.

Limitations on Indemnification. (a) Subject To the extent that OMP Indemnified Parties would otherwise be entitled to indemnification for Damages pursuant to Section 12.09 8.1(a), Oasis, OMS Holdings and except as otherwise provided herein, Seller shall have no Liability to the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) of the Final Purchase Price; provided, however, that no indemnity OMS shall be recoverable by any liable only if (i) the Purchaser Indemnified Party for any Losses actually incurred Damages with respect to any individual item or matter unless claim exceed $50,000 (the amount thereof exceeds US$100,000“Minimum Claim Amount”) and (ii) the Damages for all claims that exceed the Minimum Claim Amount exceed, in the aggregate, 1% of the Consideration (the “Deductible Amount”), and if such amount is not exceededthen OMS Holdings and OMS shall be liable only for Damages to the extent of any excess over the Deductible Amount. In no event shall Oasis’s, then none of OMS Holdings’ and OMS’s aggregate liability to OMP Indemnified Parties under Section 8.1 exceed $37.5 million (the Losses with respect to such item or matter will count toward satisfying the Threshold “Ceiling Amount”). Notwithstanding the foregoing or anything to the contrary contained hereinforegoing, the limitations on indemnification set forth in this Section 12.06(a) Deductible Amount and the Ceiling Amount shall not apply to any Losses attributable to the Excluded Liabilities breaches or the Special Environmental Liabilities or relating to or arising from any breach inaccuracies of the representations and warranties contained in Sections 5.01 (OrganizationSection 3.1, Power Section 3.2, Section 3.4, Section 3.9, Section 3.16 and AuthorizationSection 3.17; Binding Effect)provided, 5.05 (Title that Oasis’s, OMS Holdings’ and OMS’s aggregate liability for all claims under this Agreement, including for breaches or inaccuracies of representations and warranties contained in such sections and for breaches of covenants, shall not exceed the Consideration. In no event shall the General Partner’s, OMP’s and OMP Operating’s aggregate liability to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters)OMS Holdings Indemnified Parties exceed the Consideration.

Limitations on Indemnification. (a) Subject to Except as provided in Section 12.09 and except as otherwise provided herein11.3(c), no claim for indemnification shall be made against the Indemnifying Seller shall have no Liability to unless (i) the Purchaser Indemnified Parties for any Losses pursuant to this Agreement until the Losses actually incurred by the Purchaser Indemnified Parties exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price Purchaser Damages per individual claim exceeds $50,000 (the “Threshold AmountPurchaser Per Claim Threshold”) and then only any such individual claims for Losses up amounts less than the Purchaser Per Claim Threshold shall be ignored in determining whether the Purchaser Deductible has been exceeded and thereafter (except for a series of claims related to an the same facts and circumstances, in which case the amount of each individual claim in the series may be aggregated for purposes of determining whether the Purchaser Per Claim Threshold has been satisfied) and (ii) the aggregate amount equal to seventeen and one-half percent of Purchaser Damages exceeds $2,000,000 (17.5%) the “Purchaser Deductible”), in which event the Purchaser may claim indemnification for the amount of Purchaser Damages in excess of the Final Purchase PricePurchaser Deductible; provided, however, that no indemnity shall be recoverable by any subject to Section 11.3(c), the Indemnifying Seller’s aggregate obligation to indemnify the Purchaser Indemnified Party for any Losses actually incurred with respect to any individual item or matter unless Parties under this Agreement shall not exceed $50,000,000 (the amount thereof exceeds US$100,000, and if such amount is not exceeded, then none of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount“Cap”). Notwithstanding the foregoing or anything any provision to the contrary contained set forth herein, for purposes of the limitations on Indemnifying Seller’s indemnification obligations under Section 11.1, all of the Sellers’ representations and warranties set forth in this Section 12.06(a) Agreement or any certificate or disclosure letter that are qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words or similar import or effect shall not apply be deemed to have been made without any Losses attributable to such qualification for purposes of determining the Excluded Liabilities or amount of the Special Environmental Liabilities Purchaser Damages resulting from, arising out of or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) a representation or 5.17 (Tax Matters)warranty.

Limitations on Indemnification. (a) Subject Notwithstanding the foregoing, ------------------------------ subject to Section 12.09 and except as otherwise provided hereinthe proviso at the end of this sentence, Seller neither the Shareholders nor the Purchaser shall have no Liability be required to indemnify the Shareholder Indemnified Parties or the Purchaser Indemnified Parties for in respect of any Losses pursuant to this Agreement until suffered by the Losses actually incurred by Shareholder Indemnified Parties or the Purchaser Indemnified Parties as a result of any facts or circumstances which constitute a breach of any representation or warranty listed in Section 8 unless the aggregate of all such Losses suffered by the Shareholder Indemnified Parties or the Purchaser Indemnified Parties, as the case may be, exceed an aggregate amount equal to one percent (1%) of the Final Purchase Price (the “Threshold Amount”) $500,000 and then only for Losses up to an aggregate amount equal to seventeen and one-half percent (17.5%) the extent of the Final Purchase Pricesuch excess over $500,000; provided, however, that no indemnity shall be recoverable by any the Purchaser Indemnified Party for any Losses actually incurred suffered as a result of a breach of representation or warranty set forth in any of Sections 5B, 5C, 5S, 5Y, 6C, 6D, 6F, the first, second and last sentences of Section 5D, the first sentence of Section 5K, the first sentences of Sections 6B and 7B, and any pre-closing tax liability of the Company, shall not be subject to the $500,000 deductible provided for above in this Section 8B(v). Notwithstanding any provision herein to the contrary, the maximum liability of the Shareholders and the Company (subject to the allocation based upon the Redemption Percentage provided for in Section 8B(i) above) with respect to all Losses suffered by the Shareholder Indemnified Parties as a result of any individual item facts or matter unless the circumstances which constitute a breach of any representation or warranty listed in Section 8 shall, as to all such breaches of representation and warranty, be an aggregate amount thereof exceeds US$100,000which shall not exceed Five Million Dollars ($5,000,000.00); provided, and if such amount is not exceededhowever, then none that any Losses incurred as a result of any pre-closing income tax liability of the Losses with respect to such item or matter will count toward satisfying the Threshold Amount. Notwithstanding the foregoing or anything Company shall not be subject to the contrary contained herein, the limitations on indemnification Five Million Dollar ($5,000,000.00) limitation set forth in this Section 12.06(a) shall not apply to any Losses attributable to the Excluded Liabilities or the Special Environmental Liabilities or relating to or arising from any breach of the representations and warranties contained in Sections 5.01 (Organization, Power and Authorization; Binding Effect), 5.05 (Title to Purchased Assets; Sufficiency), 5.08(b) (Compliance with Law), 5.13 (Environmental Matters) or 5.17 (Tax Matters8B(v).