Common use of Certain Indemnification Matters Clause in Contracts

Certain Indemnification Matters. Notwithstanding anything to the contrary in this Agreement, (i) the aggregate amount of Losses for which any TEI Med Securityholder is obligated to provide indemnification under Section 11.2(a)(i) with respect to any breach of the representations and warranties set forth in Section 4.3 relating to such TEI Med Securityholder’s Securities set forth opposite such TEI Med Securityholder’s name in Section 4.3(a) of the Disclosure Schedule or indemnification under Section 11.2(a)(vi) (to the extent relating to Encumbrances on such TEI Med Securityholders’ Securities) shall not be limited to such TEI Med Securityholder’s Pro Rata Share of such Losses (but total Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder, excluding amounts taken from the Escrow Fund, shall not exceed the portion of the Purchase Price actually received by such TEI Med Securityholder) and (ii) the aggregate amount of Losses for which any TEI Med Securityholder is obligated to provide indemnification hereunder for fraud on the part of such TEI Med Securityholder shall not be limited to such TEI Med Securityholder’s Pro Rata Share of such Losses (but total Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder, excluding amounts taken from the Escrow Fund, shall not exceed the portion of the Purchase Price actually received by such TEI Med Securityholder).

Certain Indemnification Matters. Notwithstanding anything to the contrary in this Agreement, (i) the aggregate amount of Losses for which any TEI Med Bio Securityholder is obligated to provide indemnification under Section 11.2(a)(i) with respect to any breach of the representations and warranties set forth in Section 4.3 relating to such TEI Med Bio Securityholder’s Securities set forth opposite such TEI Med Bio Securityholder’s name in Section 4.3(a) of the Disclosure Schedule or indemnification under Section 11.2(a)(vi) (to the extent relating to Encumbrances on such TEI Med Bio Securityholders’ Securities) shall not be limited to such TEI Med Bio Securityholder’s Pro Rata Share of such Losses (but total Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder, excluding amounts taken from the Escrow FundFunds, shall not exceed the portion of the Purchase Price actually received by such TEI Med Bio Securityholder) and (ii) the aggregate amount of Losses for which any TEI Med Bio Securityholder is obligated to provide indemnification hereunder for fraud on the part of such TEI Med Bio Securityholder shall not be limited to such TEI Med Bio Securityholder’s Pro Rata Share of such Losses (but total Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder, excluding amounts taken from the Escrow FundFunds, shall not exceed the portion of the Purchase Price actually received by such TEI Med Bio Securityholder).