Limitations on Indemnification. No Indemnitor shall be liable for an indemnification claim made under [Section 8.2 or 8.3]3], as the case may be: # for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date; # to the extent Losses, in the aggregate, incurred by the Buyer Indemnified Parties or by the Seller Indemnified Parties, as applicable, exceed an amount equal to ​ (the “Indemnification Cap”); and # unless and until the actual Losses of the Buyer Indemnified Parties, collectively, or the Seller Indemnified Parties, collectively, as applicable, exceed an aggregate amount equal to ​ (the “Basket”), in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) in excess of the Basket; provided, however, that the Basket and the Indemnification Cap shall not apply to # indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and # indemnification claims based in whole or in part upon Fraud. Losses shall not include any exemplary or punitive damages, except in each case to the extent actually awarded to a third-party who is not a party to this Agreement or an Affiliate of a party to this Agreement. Indemnitee shall take commercially reasonable efforts to mitigate any of its Losses promptly upon becoming aware of any event that would reasonably be expected to, or does, give rise to Losses that are indemnifiable hereunder, in each case, to the same extent as it would if such Losses were not subject to indemnification hereunder. Any Losses for which an Indemnitee is entitled to indemnification under this ARTICLE VIII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, agreement or otherwise. In addition, notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for # any Taxes of the Company incurred after the Closing or # any Taxes resulting from an election made under Code Section 338 or under any comparable provisions of any other state, local or foreign laws with respect to the purchase of the Purchased Shares pursuant to this Agreement.

Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Indemnified Buyer Entities be liable for an indemnification claim made under [Section 8.2 or 8.3]3], as the case may be:entitled to aggregate Indemnifiable Losses # for which a claimwith respect to all claims for indemnification is not asserted hereunder on or before the applicable Survival Date; #pursuant to [Section 8.01(a)(i)] (other than any indemnification obligation related to the extent Losses,Seller Specified Representations) and [Section 8.01(a)(ii)] in the aggregate, incurred by the Buyer Indemnified Parties or by the Seller Indemnified Parties, as applicable, exceed an amount equal toexcess of ​ (the “Indemnification Cap”“Cap”);, or # with respect to claims for indemnification pursuant to [Section 8.01(a)(i)] (only with respect to the Seller Specified Representations) and # unless and until the actualclaims for indemnification pursuant to [Section 8.01(a)(iii)] (when aggregated with all other Indemnifiable Losses of the Indemnified Buyer Indemnified Parties, collectively, or the Seller Indemnified Parties, collectively, as applicable, exceed an aggregate amount equal to ​ (the “Basket”), in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s)Entities) in excess of the Basket; provided, however, that the Basket and the Indemnification Cap shall not apply to # indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and # indemnification claims based in whole or in part upon Fraud. Losses shall not include any exemplary or punitive damages, except in each case to the extent actually awarded to a third-party who is not a party to this Agreement or an Affiliate of a party to this Agreement. Indemnitee shall take commercially reasonable efforts to mitigate any of its Losses promptly upon becoming aware of any event that would reasonably be expected to, or does, give rise to Losses that are indemnifiable hereunder, in each case, to the same extent as it would if such Losses were not subject to indemnification hereunder. Any Losses for which an Indemnitee is entitled to indemnification under this ARTICLE VIII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, agreement or otherwise. In addition, notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for # any Taxes of the Company incurred after the Closing or # any Taxes resulting from an election made under Code Section 338 or under any comparable provisions of any other state, local or foreign laws with respect to the purchase of the Purchased Shares pursuant to this Agreement.Base Purchase Price.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be liable for an indemnification claim made under [Section 8.2reduced by the amount of any insurance proceeds or 8.3]3],other cash receipts paid to the Indemnitee or any Affiliate thereof as the case may be: # for which a claim for indemnification is not asserted hereunder on or before the applicable Survival Date; #reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. Notwithstanding anything in this Agreement to the aggregate,contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. No Seller will have any right to seek contribution from the Company or Buyer with respect to all or any part of such Seller’s indemnification obligations under this ARTICLE VIII. The Buyer Indemnified Parties or bywill not make any claim against the Seller Indemnified Parties, as applicable, exceed an amount equal to ​ (the “Indemnification Cap”); and # unless and until the actual Losses of the Buyer Indemnified Parties, collectively, or the Seller Indemnified Parties, collectively, as applicable, exceed an aggregate amount equal to ​ (the “Basket”),Sellers in which case the applicable Indemnitor(s) shall be obligated to the Indemnitee(s) for the amount of all Losses of the Indemnitee(s) in excess of the Basket; provided, however, that the Basket and the Indemnification Cap shall not apply to # indemnification claims to the extent amounts are actually paid under insurance maintained by the Indemnitor (or any of its Affiliates) and # indemnification claims based in whole or in part upon Fraud. Losses shall not include any exemplary or punitive damages, except in each case to the extent actually awarded to a third-party who is not a party to this Agreement or an Affiliate of a party to this Agreement. Indemnitee shall take commercially reasonable efforts to mitigate any of its Losses promptly upon becoming awarerespect of any event that would reasonably be expected to, or does, give rise to Losses that are indemnifiable hereunder, in each case, to the same extent as it would if such Losses were not subject to indemnification hereunder. Any Losses for which an Indemnitee is entitled to indemnification under this ARTICLE VIII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant, agreementcovenant or otherwise. In addition, notwithstanding anything to the contrary in this Agreement, the Sellers shall not be liable for # any Taxesother obligation of the Company incurred after the Closing or # any Taxes resulting from an election made under Code Section 338to Buyer hereunder or under any comparable provisions of any other state, local or foreign laws with respectAncillary Document to which the purchase ofCompany is a party, and may solely seek action against the Purchased Shares pursuant to this Agreement.Company.