Limitations on Additional Indemnity. No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

Subject to and without limiting Section 11.16, following the Closing, except with respect to Special Warranty and Fraud, indemnification under this Section 10.2 shall be the sole and exclusive remedy available to each Party (and in lieu of all other remedies) against the other Party for any claims arising out of or based upon the matters set forth in this Agreement and the transactions contemplated hereby, and (except as provided in Section 11.16) no Party shall seek relief against the other Party other than through the indemnification provided in this Section 10.2.

Limitations to Indemnity. The foregoing obligations of indemnification shall not apply to any losses suffered by the Indemnitees or any of them or to any Claim asserted against the Indemnitees or any of them which relates, directly or indirectly, to any action or omission of any of the Indemnitees while in possession or control of the Charged Property which is grossly negligent or constitutes wilful misconduct.

Subject to and without limiting Section 11.16 or Section 6.8, following the Closing, except with respect to Special Warranty and Fraud, indemnification under this Section 10.2 or Section 6.8 shall be the sole and exclusive remedy available to each Party (and in lieu of all other remedies) against the other Party for any claims arising out of or based upon the matters set forth in this Agreement and the transactions contemplated hereby, and (except as provided in Section 11.16) no Party shall seek relief against the other Party other than through the indemnification provided in this Section 10.2 or Section 6.8.

Indemnity Limitations. All claims, causes of action, obligations, Losses (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, be in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement or the Schedules or other agreements contemplated hereby (collectively, the “Transaction Documentation”), or the negotiation, execution, or performance of the Transaction Documentation (including any representation or warranty made in, in connection with, or an inducement to, any of the Transaction Documentation), made or asserted by Purchaser against a Seller may only be made or asserted against (and are those solely of) that Seller, such Seller’s interest in its respective Company, the interests of that Company in its respective Property, and, in each case, the proceeds therefrom, and no Person, including, without limitation, any director, officer, employee, incorporator, member, partner, manager, stockholder, affiliate, agent, attorney, or representative of and any financial advisor to, that Seller shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Losses arising under, out of, in connection with, or related in any manner to the Transaction Documentation or based on, in respect of, or by reason of the Transaction Documentation, or the negotiation, execution, performance, or breach thereof.

Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then exercisable.

Subject to and without limiting Section 11.16 or Section 6.8, following the Closing, except with respect to Special Warranty and Fraud, indemnification under this Section 10.2 or Section 6.8 shall be the sole and exclusive remedy available to each Party

Subject to and without limiting [Section 11.16], following the Closing, except with respect to Special Warranty and Fraud, indemnification under this [Section 10.2] shall be the sole and exclusive remedy available to each Party (and in lieu of all other remedies) against the other Party for any claims arising out of or based upon the matters set forth in this Agreement and the transactions contemplated hereby, and (except as provided in [Section 11.16]) no Party shall seek relief against the other Party other than through the indemnification provided in this [Section 10.2].

Limitations on Indemnity and Contributions. No indemnity pursuant to Section 4 or contribution pursuant to Section 5 shall be paid by the Company:

Limitations on Indemnity Obligations. The indemnification obligations of Seller and Purchaser set forth in Sections 12.2 and 12.3, respectively, shall be subject to the following conditions: # the Indemnitee first learns of the breach after Closing and files such action within the Survival Period, and # neither Party shall be required to indemnify the applicable Indemnitees pursuant to clause (i) or (ii) of Section 12.2 or 12.33], as applicable, unless the damage to such Indemnitee on account of such breach (individually or when combined with damages from other breaches) equals or exceeds ​ (the “Basket”). If the threshold set forth in the immediately preceding sentence is met, Seller shall be liable to indemnify Purchaser for the entire amount of Purchaser’s damages including the initial ​. Neither Party shall have any liability after Closing for the breach of a representation or warranty or covenant hereunder, of which breach the other Party hereto had Knowledge as of Closing. Notwithstanding any other provision of this Agreement, any agreement contemplated by this Agreement, or any rights which Purchaser might otherwise have at law, equity, or by statute, whether based on contract or some other claim, Purchaser agrees that any liability of Seller to Purchaser pursuant to [clause (i) and (ii) of Section 12.2] will be limited to ​ (the “Cap”). The provisions of this Section 12.1 shall survive the Closing. Any breach of a representation or warranty or covenant that occurs prior to Closing shall be governed by Article 10. Notwithstanding the foregoing, the Basket, Cap and Survival Period shall not apply to claims for any Indemnification Losses other than claims brought pursuant to clauses (i) or (ii) of Section 12.2 or 12.33] (other than breaches of covenants or obligations related to Retained Liabilities, Prorations and Seller’s warranty with respect to brokers in [Section 5.1.20], to which the Basket, Cap and Survival Period shall not apply).