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§ 10.10 Dollar Exposure of the Indemnity: Baskets, Caps, and Ceilings Page 279 Alternative 1 Basket. Buyer is entitled to seek indemnification under this Agreement only when the aggregate of its Indemnifiable Losses exceeds $_______, in which case Seller shall indemnify Buyer pursuant to this Agreement from the first dollar of the Indemnifiable Losses. Page 280 Alternative 2 Basket. Despite anything to the contrary contained in this Agreement, no party may make a claim under this Article unless, in the good faith judgment of the party seeking indemnification, the aggregate amount of claims exceeds $____, in which case the party seeking indemnification may make a claim for the full amount of the claims. Alternative 3 Limitations on Ind emnification. (a) Basket. Seller’s and Parent’s obligations to indemnify Buyer under this Article only arise if (i) either the Losses or the Litigation Expenses exceed [$100,000], or (ii) the Losses plus the Litigation Expenses exceed [$150,000]. (b) Payment from First Dollar. If either (i) the Losses or the Litigation Expenses exceed [$100,000], or (ii) the Losses plus the Litigation Expenses exceed [$150,000], Seller and Parent shall indemnify Buyer for the aggregate amount of the Losses plus the Litigation Expenses. Page 281 Alternative 1 Limits on Indemni fication. No indemnification is required under Section [insert the number of the Section in which Seller agrees to indemnify Buyer] until the aggregate amount of Losses [plus Litigation Expenses] exceeds [$500,000], and then only for the amount by which the aggregate amount of Indemnifiable Losses exceeds [$500,000]. Alternative 2 Limits on Indemnificat ion. No Indemnitor is obligated pursuant to Section [insert the number of the Section in which Seller agrees to indemnify Buyer] unless the aggregate amount of Losses [plus Litigation Expenses] indemnifiable under Section [insert the number of the Section in which Seller agrees to indemnify Buyer] exceeds [$500,000]. In that event, the Indemnitor shall indemnify the Indemnitee to the full extent of the aggregate amount of Indemnifiable Losses minus [$500,000]. Page 282 Alternative 1 Limitation of Indemnity Obligations. The aggregate obligations of Seller and Shareholders under this Agreement are limited to $ _____; except that (a) the obligations are unlimited with respect to any Indemnifiable Loss arising out of or relating to fraud or willful misconduct by Seller or any Shareholder; and (b) each Shareholder’s obligation is limited to the aggregate portion of the Purchase Price paid to it or distributed at its direction. Alternative 2 Maximum Liability. In no event does the aggregate liability of the Indemnitors under this Article exceed [the Purchase Price]. Page 283 Limitation o f Indemnity Obliga tions. (a) General Basket and Cap. Indemnitor is required to make an indemnity payment under this subsection (a) only if the aggregate of all Indemnifiable Losses for which the Indemnitor is liable under this Article exceeds on a cumulative pre-tax basis an amount equal to $ ___ (the “Basket Amount”). If Indemnitor is required to make a payment under this subsection (a), Indemnitor shall pay Indemnitee from the first dollar of the Indemnifiable Losses, but no more than $ ____ (the “Cap”). (b) [Name of Litigation, Etc.] Basket and Cap. Indemnitor is required to make an indemnity payment under this subsection (b) only if Indemnitor is obligated to indemnify Indemnitee because of a misrepresentation or breach of warranty concerning [Smith v. Jones]. If Indemnitor is required to make a payment under this subsection (b), Indemnitor shall pay Indemnitee from the first dollar of the Indemnifiable Losses, but no more than $ _______. The Indemnifiable Losses paid pursuant to this subsection (b) are not to be taken into account in calculating whether (i) Indemnitor’s cumulative liability under subsection (a) has exceeded the Basket Amount; or (ii) the Indemnifiable Losses to be paid pursuant to subsection (a) have reached the Cap. Page 284 Limitation on Indemnity Obligations. The aggregate obligations of Indemnitors under this Article are limited to the purchase price; except that the Indemnitors’ obligations are unlimited with respect to claims arising from or relating to fraud or willful misconduct by an Indemnitor.