Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Section 5.9(a) and claims related to Sections 12.1(c), 12.4, and 12.5, an Indemnified Party shall not be entitled to indemnification under this Article 12 for breach of a representation or warranty unless the aggregate of the Indemnifying Party’s indemnification obligations to the Indemnified Party pursuant to this Article 12 (but for this Section 12.7(b)) exceeds Two Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00); but in such event, the Indemnified Party shall be [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. entitled to indemnification in full for all breaches of representations and/or warranties. Except with respect to claims related to Sections 12.1(c), the liability of Company under this Article 12 shall be limited to Seven Million Five Hundred Thousand and no/100 Dollars ($7,500,000.00).
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Sources: Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc)
Amount Limitation. Except with respect to claims for breaches of representations or warranties contained in Section 5.9(aSections 3.1.(f), 3.2.(e) and claims related 3.12.(a) and adjustments or reimbursements contained in Article 2 to Sections 12.1(c), 12.4, and 12.5which the following limitation shall not apply, an Indemnified Party shall not be entitled to indemnification under this Article 12 8 for breach of a representation or warranty unless the aggregate of the Indemnifying Party’s 's indemnification obligations to the Indemnified Party pursuant to this Article 12 8 (but for this Section 12.7(b8.5.(b)) exceeds Two Hundred Twenty-Five Thousand and no/100 Dollars ($225,000.00)250,000; but in such event, the Indemnified Party shall be [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTentitled to indemnification for all claims for breaches of representations and/or warranties in excess of $100,000; PROVIDED, MARKED BY BRACKETSHOWEVER, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934that in the event the aggregate of the Indemnifying Party's indemnification obligations to the 42 48 Indemnified Party pursuant to this Article 8 (but for this Section 8.5.(b)) exceeds $500,000, AS AMENDED. the Indemnified Party shall be entitled to indemnification in full for all breaches of representations and/or warranties. Except with respect to claims related to Sections 12.1(c), the liability of Company under Nothing contained in this Article 12 Section 8.5.(b) shall be limited construed to Seven Million Five Hundred Thousand limit in any way the rights of the parties under Article 2 or Sections 5.5, 5.6, 5.7, 5.9, 5.10, 5.11, 5.12 and no/100 Dollars ($7,500,000.00)10.8 of this Agreement.
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