Basket. Subject in all respects to [Section 10.4(a)(iii)], the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to [Section 10.1(a)] unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount; provided, however, that the foregoing limitation shall not apply to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out of a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than ​. With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.

Basket. Subject in all respects to [Section 10.4(a)b)(iii)], the SellersBuyer shall not be obligated to indemnify any BuyerSeller Indemnified Party with respect to any Losses pursuant to [Section 10.1(2(a)], unless and until the aggregate Losses of the Buyer Indemnified Partiesfrom all claims with respect thereto exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount; provided, however, that the foregoing limitation shall not apply to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out of a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than ​. With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.

Basket Amount. Notwithstanding anything contained in all respectsthis Agreement to [Section 10.4(a)(iii)],the contrary, the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to [Section 10.9.1(a)], above, unless and until the aggregate Losses of the Buyer Indemnified Partiesfrom all claims with respect thereto exceed, in the aggregate, ​ (US ​(the “Basket Amount”), and then indemnification hereunder shall be only to the extent such Losses exceed such amount; provided, however,the Basket Amount. The parties agree that the foregoing limitation shall not applyBasket Amount is to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out ofserve as a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer“deductible” for any such individual Loss which is less than ​. With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.indemnification.

Basket Amount. Notwithstanding anything contained in all respectsthis Agreement to [Section 10.4(a)(iii)], the Sellerscontrary, the Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to [Section 10.9.1(a)], above, unless and until the aggregate Losses of the Buyer Indemnified Partiesfrom all claims with respect thereto exceed, in the aggregate, ​ (US ​(the “Basket Amount”), and then indemnification hereunder shall be only to the extent such Losses exceed such amount; provided, however,the Basket Amount. The parties agree that the foregoing limitation shall not applyBasket Amount is to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out ofserve as a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer“deductible” for any such individual Loss which is less than ​. With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.indemnification.

Notwithstanding any other provision of this [Article XI] to [Section 10.4(a)(iii)], the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to [Section 10.1(a)] unless and until the aggregate Losses ofcontrary, the Buyer Indemnified Parties exceed, inshall not receive indemnification pursuant to [Section 11.2] until the aggregate,sum of the aggregate amount of Losses under [Section 11.2] exceeds an amount equal to ​ (US ​(the “Basket Amount”), and then only to the extent such Losses exceed such amount; provided, however, that the foregoing limitation shall not apply to or otherwise limit the indemnification obligations of any Seller with respect to any Losses ofafter which the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respectshall be entitled to anyreceive indemnification for all Losses arising out of a breach of [Section 4.8(a)] relating to an item of Personal Property, ifthat exceed the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than ​. With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.Basket Amount.

Maximum Amount of Certain Indemnification. Subject in all respects to [Section 10.4(a)(iii)], the Sellers shall not be obligated to indemnify any Buyer Indemnified Party # with respect to any Losses pursuant to [Section 10.1(a)] unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount; provided, however, that the foregoing limitation shall not apply to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties(other than resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. WithRepresentation) that exceed, in the aggregate, the amount of the Indemnity Escrow Funds remaining in the Escrow Account at any given time; # with respect to any Losses pursuant to [Section 10.1(a)] resulting from, in connection with or arising out of afrom any inaccuracy in or breach of [Section 4.8(a)] relating to an item of Personal Property, ifany Selected Seller Representation that exceed, in the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculatingaggregate, the remaining Basket,Final Adjusted Purchase Price; and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than ​. With# with respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified PartiesJanesville Acoustics Contract Issues that exceed, in the aggregate, ​ (US ​), and then only to (for the extent suchavoidance of doubt, this cap shall have no evidentiary bearing on the actual Losses exceed such amount, and #that may arise out of the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.Issues).

Notwithstanding any provision of this Agreement to [Section 10.4(a)(iii)], the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Lossescontrary, no Claim for indemnification pursuant to this [Section 10.1(a)] unless and until6] by the aggregateIndemnitee shall be asserted except to the extent indemnifiable Losses of the Buyer Indemnified Parties exceed, in the aggregate, the sum of ​ (US ​(the “Basket Amount”), and thenafter which only aggregate Losses in excess of the Basket Amount shall be indemnifiable hereunder by the Sellers. Notwithstanding any provision of this Agreement to the extent such Losses exceed such amount; provided, however, thatcontrary, the foregoing limitationmaximum liability for indemnification by the Buyer shall not apply to or otherwise limitexceed the indemnification obligationsPurchase Price, and for Sellers, shall not exceed the Purchase Price received by Sellers. Any liability of any SellerSellers for indemnification with respect to any Losses of the Buyer Indemnified Parties resulting from,a Claim shall be satisfied in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out of a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than ​, then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than ​. With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then onlycash up to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, ​ (US ​), and then only to the extent such Losses exceed such amount.Purchase Price received by Sellers.