The Purchaser Indemnitees shall be entitled to bring indemnification claims directly against the Seller and each Seller Affiliate pursuant to this [Article 8]; provided, however, that in no event shall the liability of the Seller and each Seller Affiliate for any indemnification claim under [Section 8.2(a)] to # exceed the amount of the Closing Consideration.

Limitations on Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against the Indemnitee:

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.

Any Indemnification Claim or claim under [Section 9.2] or [Section 10.2] required to be made on or prior to the expiration of the applicable survival period set forth in [Section 9.1] or [Section 10.8], as applicable, and not made, shall be irrevocably and unconditionally released and waived by the Party seeking indemnification with respect thereto. It is the express intent of the Parties that, if the applicable period for an item as contemplated by this [Section 9.4] is shorter than the statute of limitations that would otherwise have been applicable to such item, then, by contract, the applicable statute of limitations with respect to such item shall be reduced to the shortened survival period contemplated hereby. The Parties further acknowledge that the time periods set forth in [Section 9.1] or [Section 10.8], as applicable, for the assertion of claims under this Agreement are the result of arms’ length negotiation among the Parties and that they intend for the time periods to be enforced as agreed by the Parties.

Section # Limitations on Indemnification Obligations. The rights to indemnification pursuant to the provisions of [Section 9.2] are subject to the following limitations:

Section # Limitations on Indemnification.

Section # Limitations. The indemnification provided for in this [Article X] is subject to the following limitations:

Limitations. Nothing in this section shall be construed to limit Executive’s ability to own a de minimis share of stock (defined as less than 5% of the outstanding common stock) of a publicly traded corporation, regardless of whether such entity is competitive with the Company. Nothing in this section shall be construed to limit the Executive’s ability after separation to take a position with a company that competes with the Company which has multiple divisions or business units, so long as the Executive’s employment with the competitor is not within the division or business unit that engages in Restricted Activities, and so long as the confidentiality and other provisions of this Agreement are adhered to in all respects.

Limitations. Notwithstanding anything in [Section 5.3.1.4], above, to the contrary, Tenant's indemnity of Landlord as set forth in [Section 5.3.1.4], above, shall not be applicable to claims based upon Hazardous Materials not Released by Tenant or Tenant's Agents.

Limitations. A Participant shall not have any interest in any Award until it is distributed in accordance with the Plan. The fact that an Employee has been selected to be a Participant for a Performance Period shall not in any manner entitle such Participant to receive an Award for such period. The determination as to whether or not such Participant shall be paid an Award for such Performance Period shall be determined solely in accordance with the provisions of [Sections 10 and 13]3] hereof. All payments and distributions to be made thereunder shall be paid from the general assets of the Company. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any employee, former employee or any other person. The Plan shall not constitute part of any Participant's or Employee's employment contract with the Company or any participating Subsidiary. Participation in the Plan shall not create or imply a right to continued employment.