Notwithstanding the provisions of this [Article IX] (but subject to [Section 9.2(c)(iii)]), after the Closing, the Purchaser Indemnified Parties # shall not be entitled to recover pursuant to [Section 9.2(a)] until the Losses incurred relating thereto exceed, in the aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) (the “Basket”) (provided that the Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of [Sections 4.3(a) or 4.11(a)])]), and then the Purchaser Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket, and # shall not be entitled to recover pursuant to [Section 9.2(a)] from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund.

Notwithstanding the provisions of this [Article IX] (but subject to [Section 9.2(c)(iii)]), after the Closing, the PurchaserEquity Holders Indemnified Parties # shall not be entitled to recover pursuant to [Section 9.2(a)b)] until the Losses incurred relating thereto exceed, in the aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) (the “Basket”) (provided that the Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of [Sections 4.3(a) or 4.11(a)])]),Basket, and then the PurchaserEquity Holders Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket,such amount, and # shall not be entitled to recover pursuant to [Section 9.2(a)b)] from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund. Sixteen Million Dollars ($16,000,000).

Notwithstanding the provisionsany other provision of this [Article IX] (but subjectArticle XI to the contrary, the Buyer Indemnified Parties shall not receive indemnification pursuant to [Section 9.2(c)(iii)]11.2] until the sum of the aggregate amount of Losses under [Section 11.2] exceeds an amount equal to $30,000 (the “Basket Amount”), after which the Closing, the PurchaserBuyer Indemnified Parties # shall not be entitled to recover pursuant to [Section 9.2(a)] until thereceive indemnification for all Losses incurred relating thereto exceed, in the aggregate, Eight Hundred Twelve Thousand Five Hundred Dollars ($812,500) (the “Basket”) (provided that exceed the Basket shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of [Sections 4.3(a) or 4.11(a)])]), and then the Purchaser Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket, and # shall not be entitled to recover pursuant to [Section 9.2(a)] from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund. Amount.

Basket Amount. Notwithstanding anything contained in this Agreement to the provisions of this [Article IX] (but subject to [Section 9.2(c)(iii)]), aftercontrary, the Closing, the Purchaser Indemnified Parties #Sellers shall not be entitledobligated to recoverindemnify any Buyer Indemnified Party with respect to any Losses pursuant to [SectionSection 9.2(1(a)], above, unless and until the aggregate Losses incurred relatingfrom all claims with respect thereto exceed, in the aggregate, EightOne Hundred Twelve Thousand Five Hundred Dollars ($812,500)100,000) (the “Basket”“Basket Amount”) (provided, and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the Basket shall not applyAmount is to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of [Sections 4.3(a) or 4.11(a)])]), and then the Purchaser Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket, and # shall not be entitled to recover pursuant to [Section 9.2(a)] from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund. serve as a “deductible” for indemnification.

Basket Amount. Notwithstanding anything contained in this Agreement to the provisions of this [Article IX] (but subject to [Section 9.2(c)(iii)]), aftercontrary, the Closing, the Purchaser Indemnified Parties #Seller shall not be entitledobligated to recoverindemnify any Buyer Indemnified Party with respect to any Losses pursuant to [Section 9.2(1(a)], above, unless and until the aggregate Losses incurred relatingfrom all claims with respect thereto exceed, in the aggregate, EightThree Hundred TwelveTen Thousand Five Hundred Dollars ($812,500)310,000) (the “Basket”“Basket Amount”) (provided, and then indemnification hereunder shall be only to the extent such Losses exceed the Basket Amount. The parties agree that the Basket shall not applyAmount is to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of [Sections 4.3(a) or 4.11(a)])]), and then the Purchaser Indemnified Parties shall only be entitled to recover thereunder to the extent that aggregate indemnified Losses exceed the amount of the Basket, and # shall not be entitled to recover pursuant to [Section 9.2(a)] from the Equity Holders any amounts in excess of the amount then remaining in the Indemnity Escrow Fund. serve as a “deductible” for indemnification.