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) (other than resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation) 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 from any inaccuracy in or breach of any Selected Seller Representation that exceed, in the aggregate, the Final Adjusted Purchase Price; and # with respect to any Losses relating to the Janesville Acoustics Contract Issues that exceed, in the aggregate, Four Million Two Hundred Fifty Thousand Dollars (US $4,250,000) (for the avoidance of doubt, this cap shall have no evidentiary bearing on the actual Losses that may arise out of the Janesville Acoustics Contract Issues).

Maximum Amount of Certain Indemnification. Subject in all respects to [Section 10.4(b)(iii)], the Buyer shall not be obligated to indemnify any Seller Indemnified Party with respect to Losses pursuant to [Section 10.2(a)] in excess, in the aggregate, Nine Million Dollars ($9,000,000).

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, Four Hundred Twenty-Five Thousand Dollars (US $425,000), 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 Ten Thousand Dollars ($10,000), 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 Ten Thousand Dollars ($10,000). 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, One Hundred Thousand Dollars (US $100,000), 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, One Hundred Thousand Dollars (US $100,000), and then only to the extent such Losses exceed such amount.

Maximum Amount of Indemnification. Notwithstanding anything contained in this Agreement to the contrary, but subject in all respects to [Section 9.4(c)], below, in no event shall the Seller’s aggregate obligation to provide indemnification for Losses under [Section 9.1(a)], above, exceed Ten percent (10%) of the Base Purchase Price, that is Three Million One Hundred Thousand Dollars ($3,100,000).