Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article IX, neither Seller nor Purchaser shall have any indemnification obligations for Losses under Section 9.2(a) or Section 9.3(a), respectively, (i) for any individual item, or group of items arising out of the same or related events, where the Loss relating thereto 87 is less than $25,000 (the “Sub-Basket”) and (ii) unless the aggregate amount of all such Losses (excluding any Losses within the Sub-Basket) in the aggregate exceeds $600,000 (the “Basket”), and then only to the extent of such excess, (iii) for any Losses to the extent the aggregate amount of such Losses exceed $6,000,000 (the “Cap”); provided, however, that (A) in respect of any claim involving Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property), the Cap shall apply provided that the Cap shall be equal to $12,000,000, (B) in respect of any indemnity claim made pursuant to Section 9.2(a)(v) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.18 (Environmental Matters), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (B) shall instead be equal to $6,000,000, (C) in respect of any indemnity claim made pursuant to Section 9.2(a)(vii), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach of the Seller Fundamental Representations or the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause (E) shall instead be equal to the Final Purchase Price, (F) in respect of any indemnity claim made pursuant to Section 9.3(a)(ii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Purchaser shall have indemnification obligations for all such matters in this clause (F) shall instead be equal to the Final Purchase Price, (G) in respect of any indemnity claim made pursuant to Section 9.2(a)(iii) or 9.2(a)(iv), the Sub-Basket, Basket and Cap shall not apply, (H) in respect of any indemnity claim made pursuant to Section 9.2(a)(ix), the Sub-Basket and Basket shall not apply and (I) in respect of any indemnity claim made pursuant to Section 9.3(a)(iii) or 9.3(a)(iv), the Sub-Basket, Basket and Cap shall not apply. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate indemnification amounts payable to the Seller Indemnified Parties, on the one hand, or the Purchaser Indemnified Parties, on the other hand, pursuant to this Agreement, including pursuant to Article IX and Article X hereof, exceed the Final Purchase Price, other than in respect of indemnity claims made pursuant to Section 9.2(a)(iii), 9.2(a)(iv), 9.3(a)(iii) or 9.3(a)(iv).

Certain Limitations on Indemnification. (ad) Notwithstanding the provisions of this Article IXXI, neither Seller nor Purchaser Buyer shall have any indemnification obligations for Losses under Section 9.2(a11.2(a)(i), Section 11.2(a)(ii) or Section 9.3(a11.3(a)(i), respectively, (i) for any individual item, or group of items arising out of the same or related series of similar facts, conditions or events, where the Loss aggregate amount of Losses relating thereto 87 is less than $25,000 (the “Sub-Basket and where the aggregate amount of Losses relating thereto is equal to or exceeds the Sub-Basket”, the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, shall be entitled to indemnification for the full amount of such individual item (or group of items as set forth above), subject to clause (ii) below, and (ii) unless the aggregate amount of all such Losses (excluding any Losses within on a cumulative basis suffered by Buyer Indemnified Parties or Seller Indemnified Parties, as the Sub-Basket) in case may be, exceeds the aggregate exceeds $600,000 (the “Basket”)Deductible, and then only to the extent of such excess, (iii) for any Losses to the extent the aggregate amount of such Losses exceed $6,000,000 (the “Cap”); provided, however, that (A) in respect of any claim involving Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property), the Cap shall apply provided that the Cap shall be equal to $12,000,000, (B) in respect of any indemnity claim made pursuant to Section 9.2(a)(v) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.18 (Environmental Matters), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (B) shall instead be equal to $6,000,000, (C) in respect of any indemnity claim made pursuant to Section 9.2(a)(vii), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach of the Seller Fundamental Representations or the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause (E) shall instead be equal to the Final Purchase Price, (F) in respect of any indemnity claim made pursuant to Section 9.3(a)(ii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Purchaser shall have indemnification obligations for all such matters in this clause (F) shall instead be equal to the Final Purchase Price, (G) in respect of any indemnity claim made pursuant to Section 9.2(a)(iii) or 9.2(a)(iv), the Sub-Basket, Basket and Cap shall not apply, (H) in respect of any indemnity claim made pursuant to Section 9.2(a)(ix), the Sub-Basket and Basket shall not apply and (I) in respect of any indemnity claim made pursuant to Section 9.3(a)(iii) or 9.3(a)(iv), the Sub-Basket, Basket and Cap shall not apply. Notwithstanding anything to the contrary contained herein, in In no event shall the aggregate indemnification amounts payable for which Seller is obligated under Section 11.2(a)(i) and Section 11.2(a)(ii) exceed the Cap, provided that the limitations on indemnification set forth in this Section 11.5(a) shall not apply to Losses based upon or resulting from the failure of any of the Fundamental Representations of the Company or of Seller Indemnified Parties, on the one hand, or the Purchaser Indemnified Parties, on Specified Representations to be true and correct in all respects at and as of the other hand, pursuant to this Agreement, including pursuant to Article IX date hereof and Article X hereof, exceed as of the Final Purchase Price, other than in respect of indemnity claims made pursuant to Section 9.2(a)(iii), 9.2(a)(iv), 9.3(a)(iii) or 9.3(a)(iv)Closing Date.

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article IXX, neither Seller nor Purchaser the Unit Holders shall not have any indemnification obligations for Losses under Section 9.2(a10.1(a)(i) or 10.1(b)(i) or, solely in respect of a breach of any Pre-Closing Covenant, Section 9.3(a10.1(a)(ii) or 10.1(b)(ii), respectively, (i) for any individual item, or group of items arising out of the same or related series of similar facts, conditions or events, where the Loss aggregate amount of Losses relating thereto 87 is less than $25,000 (the “Sub-Basket and, where the aggregate amount of Losses relating thereto is equal to or exceeds the Sub-Basket”, the Coty Indemnified Parties shall be entitled to indemnification for the full amount of such individual item (or group of items as set forth above), subject to clause (ii) and below, (ii) unless the aggregate amount of all such Losses on a cumulative basis suffered by the Coty Indemnified Parties (excluding any Losses within which do not exceed the Sub-BasketBasket as set forth in clause (i) in above) exceeds the aggregate exceeds $600,000 (the “Basket”)Deductible, and then only to the extent of such excess, and (iii) for with respect to any Losses environmental sampling, investigation, or corrective or remedial action except to the extent such sampling, investigation or action is required by Environmental Laws and then only to the extent such sampling, investigation, or action is reasonably necessary to attain compliance in a cost effective manner with Environmental Laws, assuming continued industrial use of the subject property and employing risk based standards and institutional controls where available. In no event shall the aggregate amount indemnification for which the Unit Holders are obligated under Sections 10.1(a)(i) and 10.1(b)(i) or, solely in respect of a breach of any Pre-Closing Covenant, Section 10.1(a)(ii) or 10.1(b)(ii) exceed the Cap. The limitations on indemnification set forth in this Section 10.5(a) shall not apply to Losses based upon or resulting from the failure of any of the Fundamental Representations of the Company or of the Unit Holders or the Specified Representations to be true and correct in all respects at and as of the date hereof and as of the Closing Date as if made as of such Losses exceed $6,000,000 date (except to the “Cap”extent that such representations or warranties expressly relate to an earlier date or time, in which case as of such earlier date or time); provided, however, that (A) in respect of any claim involving Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property), the Cap shall apply provided that the Cap shall be equal to $12,000,000, (B) in respect of any indemnity claim made pursuant to Section 9.2(a)(v) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.18 (Environmental Matters), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (B) shall instead be equal to $6,000,000, (C) in respect of any indemnity claim made pursuant to Section 9.2(a)(vii), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach of the Seller Fundamental Representations or the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause (E) shall instead be equal to the Final Purchase Price, (F) in respect of any indemnity claim made pursuant to Section 9.3(a)(ii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Purchaser shall have indemnification obligations for all such matters in this clause (F) shall instead be equal to the Final Purchase Price, (G) in respect of any indemnity claim made pursuant to Section 9.2(a)(iii) or 9.2(a)(iv), the Sub-Basket, Basket and Cap shall not apply, (H) in respect of any indemnity claim made pursuant to Section 9.2(a)(ix), the Sub-Basket and Basket shall not apply and (I) in respect of any indemnity claim made pursuant to Section 9.3(a)(iii) or 9.3(a)(iv), the Sub-Basket, Basket and Cap shall not apply. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate indemnification amounts payable for which the Unit Holders are obligated under Section 10.1(a)(i) in respect of any breach or inaccuracy of the Specified Representations in Section 3.8(b) exceed the sum of $60,000,000 and the amount of Losses for which Coty Indemnified Parties are otherwise able to recover under the Seller Cap. In no event shall the aggregate indemnification for which the Unit Holders are obligated under Section 10.1(a)(v) exceed the sum of $75,000,000 and the amount of Losses for which Coty Indemnified Parties, on Parties are otherwise able to recover under the one hand, or the Purchaser Indemnified Parties, on the other hand, pursuant to Cap. For purposes of this Agreement, including pursuant to Article IX “Cap” means $45,000,000, “Deductible” means $6,000,000 and Article X hereof, exceed the Final Purchase Price, other than in respect of indemnity claims made pursuant to Section 9.2(a)(iii), 9.2(a)(iv), 9.3(a)(iii) or 9.3(a)(iv)“Sub-Basket” means $50,000.

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article IXXI, neither the Seller nor Purchaser the Buyer shall have any indemnification obligations for Losses under Section 9.2(a11.2(a)(i), Section 11.2(a)(ii) or Section 9.3(a11.3(a)(i), respectively, (i) for any individual item, or group of items arising out of the same or related series of similar facts, conditions or events, where the Loss aggregate amount of Losses relating thereto 87 is less than $25,000 (the “Sub-Basket and where the aggregate amount of Losses relating thereto is equal to or exceeds the Sub-Basket”, the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, shall be entitled to indemnification for the full amount of such individual item (or group of items as set forth above), subject to clause (ii) below, and (ii) unless the aggregate amount of all such Losses (excluding any Losses within on a cumulative basis suffered by Buyer Indemnified Parties or the Sub-Basket) in Seller Indemnified Parties, as the aggregate case may be, exceeds $600,000 (the “Basket”)Deductible, and then only to the extent of such excess, (iii) for any Losses to the extent the aggregate amount of such Losses exceed $6,000,000 (the “Cap”); provided, however, that (A) in respect of any claim involving Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property), the Cap shall apply provided that the Cap shall be equal to $12,000,000, (B) in respect of any indemnity claim made pursuant to Section 9.2(a)(v) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.18 (Environmental Matters), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (B) shall instead be equal to $6,000,000, (C) in respect of any indemnity claim made pursuant to Section 9.2(a)(vii), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach of the Seller Fundamental Representations or the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause (E) shall instead be equal to the Final Purchase Price, (F) in respect of any indemnity claim made pursuant to Section 9.3(a)(ii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Purchaser shall have indemnification obligations for all such matters in this clause (F) shall instead be equal to the Final Purchase Price, (G) in respect of any indemnity claim made pursuant to Section 9.2(a)(iii) or 9.2(a)(iv), the Sub-Basket, Basket and Cap shall not apply, (H) in respect of any indemnity claim made pursuant to Section 9.2(a)(ix), the Sub-Basket and Basket shall not apply and (I) in respect of any indemnity claim made pursuant to Section 9.3(a)(iii) or 9.3(a)(iv), the Sub-Basket, Basket and Cap shall not apply. Notwithstanding anything to the contrary contained herein, in In no event shall the aggregate indemnification amounts payable to for which the Seller Indemnified Partiesis obligated under Section 11.2(a)(i) and Section 11.2(a)(ii) exceed the Cap, provided that the limitations on indemnification set forth in this Section 11.5(a) shall not apply to Losses based upon or resulting from the one hand, failure of any of the Fundamental Representations of the Company or of the Seller or the Purchaser Indemnified Parties, on Specified Representations to be true and correct in all respects at and as of the other hand, pursuant to this Agreement, including pursuant to Article IX date hereof and Article X hereof, exceed as of the Final Purchase Price, other than in respect of indemnity claims made pursuant to Section 9.2(a)(iii), 9.2(a)(iv), 9.3(a)(iii) or 9.3(a)(iv)Closing Date.

Certain Limitations on Indemnification. (a) Notwithstanding the provisions of this Article IXX, neither Seller nor Purchaser shall not have any indemnification obligations for Losses under Section 9.2(a) or Section 9.3(a10.2(a)(i), respectively, (i) for any individual item, or group of items arising out of the same or related eventsevent, where the Loss relating thereto 87 is less than $25,000 50,000 (the “Sub-Basket”) and (ii) in respect of each individual item, or group of items arising out of the same event, where the Loss relating thereto is equal to or greater than the Sub-Basket, unless the aggregate amount of all such Losses (excluding any Losses within the Sub-Basket) in the aggregate exceeds $600,000 3,000,000 (the “Basket”), and then only to the extent of such excess, (iii) for any Losses to the extent exceeding $2,000,000. In no event shall the aggregate amount of such Losses indemnification to be paid by Seller under this Article X exceed $6,000,000 the Escrow Amount (the “Cap”); provided, however, that (Aw) in respect of neither the Sub-Basket nor the Basket shall apply to any claim involving indemnification obligations for Losses resulting from or arising out of a breach under Section 10.2(a)(i) based on the failure of the representations and warranties made pursuant in Section 5.6(c) to Section 5.12(cbe true and correct, (x) (Intellectual Property), neither the Cap Sub-Basket nor the Basket shall apply provided that to any indemnification obligations for Losses arising from the Cap shall be equal to $12,000,000breach of any representation or warranty of Seller contained in this Agreement if such breach arose from intentional fraud committed with the Knowledge of Seller, (By) in respect of neither the Sub-Basket nor the Basket shall apply to any indemnity claim made pursuant to indemnification obligations for Losses under Section 9.2(a)(v10.2(a)(i) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach based on the failure of the representations and warranties made pursuant in Section 5.27, 5.29 or 5.31 to Section 5.18 be true and correct, and (Environmental Matters), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters z) even if in this clause (B) shall instead be equal to $6,000,000, (C) in respect of any indemnity claim made pursuant to Section 9.2(a)(vii), the Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach excess of the Seller Fundamental Representations or Cap, Purchasers shall be permitted to set off against any payments to be made under the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses Contingent Note for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause (E) shall instead be equal to the Final Purchase Price, (F) in respect of any indemnity claim made pursuant to Section 9.3(a)(ii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Purchaser shall have indemnification obligations for all such matters in this clause (F) shall instead be equal to the Final Purchase Price, (G) in respect of any indemnity claim made pursuant to Section 9.2(a)(iii) or 9.2(a)(iv), the Sub-Basket, Basket and Cap shall not apply, (H) in respect of any indemnity claim made pursuant to Section 9.2(a)(ix), the Sub-Basket and Basket shall not apply and (I) in respect of any indemnity claim made pursuant to Section 9.3(a)(iiiindemnification obligations under Sections 10.2(a)(ii) or 9.3(a)(iv(iii), or (II) any indemnification obligations under Section 10.2(a)(i) if the Sub-Basket, Basket and Cap shall not apply. Notwithstanding anything to relevant breach of representation or warranty arose from intentional fraud committed with the contrary contained herein, in no event shall the aggregate indemnification amounts payable to the Seller Indemnified Parties, on the one hand, or the Purchaser Indemnified Parties, on the other hand, pursuant to this Agreement, including pursuant to Article IX and Article X hereof, exceed the Final Purchase Price, other than in respect Knowledge of indemnity claims made pursuant to Section 9.2(a)(iii), 9.2(a)(iv), 9.3(a)(iii) or 9.3(a)(iv)Seller.

Certain Limitations on Indemnification. (a) Notwithstanding the provisions any provision of this Article IXIX to the contrary, neither the Seller nor the Purchaser shall have any indemnification obligations for Losses under Section 9.2(a) or Section 9.3(a), respectively, (i) ): for any individual item, or group of items arising out of the same or related eventsevent, where the Loss relating thereto 87 is less than $25,000 50,000 (the “"Sub-Basket”) "); provided that the Sub-Basket shall be inapplicable with respect to any claim for breach of any representation or warranty set forth herein in the event such representation or warranty is qualified by the word or words "knowledge," "material," "in all material respects," "material adverse effect," "Material Adverse Effect," or any similar qualifying language; and in respect of each individual item, or group of items arising out of the same event, where the Loss relating thereto is equal to or greater than the Sub-Basket (ii) to the extent the Sub-Basket is applicable), unless the aggregate amount of all such Losses (excluding any Losses within the Sub-Basket) in the aggregate exceeds $600,000 750,000 (the “"Basket”"), and then only to the extent of such excess. Notwithstanding the foregoing, the limitations set forth in this Section 9.5(a) shall not apply to (i) Losses arising from any breach or inaccuracy of the Specified Representations, (ii) Section 4.10(f) (except to the extent set forth in Schedule 4.10(f)), (iii) Section 4.10(b) (other than with respect to clause (v) thereof), (c), (d), (e) and (g) (with respect to any representations regarding Real Property Leases for which Estoppel Certificates are not obtained within 45 days of the Closing), (iv) Section 4.10(l) (with respect to any Losses to Real Property Leases for which there is no Non-Disturbance Agreement in place as of the extent Closing) or (v) Section 4.25. In no event shall the aggregate indemnification to be paid by the Seller under Section 9.2(a) exceed an amount of such Losses exceed equal to $6,000,000 10 million (the “"Cap”"); , provided, however, that (A) in respect of any claim involving Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.12(c) (Intellectual Property), the Cap shall apply provided that the Cap shall be equal to $12,000,000, (B) in respect of any indemnity claim made pursuant to Section 9.2(a)(v) or Section 9.2(a)(vi) or any Losses resulting from or arising out of a breach of the representations and warranties made pursuant to Section 5.18 (Environmental Matters), the Cap shall not apply to or limit (i) the Seller's responsibilities for any such Losses based upon, attributable to or resulting from the failure of the Specified Representations to be true and correct, or (ii) the maximum aggregate Seller's obligation to indemnify the Purchaser Indemnified Parties under Section 7.10(b). Xxxxxxx US shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. The amount of any Losses for which Seller indemnification is provided under this Article IX and Section 7.10 shall have indemnification obligations for all such matters in this clause (B) shall instead be equal to $6,000,000, (C) in respect net of any indemnity claim made pursuant amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to Section 9.2(a)(viisuch Losses (net of any expenses incurred in connection with such recovery). In the event and to the extent any Loss is covered by insurance, the Cap parties agree to notify their respective insurance carriers of the existence of such Loss, but shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all be under any obligation to prosecute such matters in this clause (C) shall instead be equal to $250,000, (D) in respect of any claim involving Losses resulting from or arising out of (1) fraud or willful misconduct, (2) a breach of the Seller Fundamental Representations or the Purchaser Fundamental Representations, (3) Taxes or other amounts payable pursuant to Section 10.1 or (4) a breach of the representations and warranties made in clause (a) of Section 5.21 (Sufficiency of Assets), the Sub-Basket, Basket and Cap shall not apply and the maximum aggregate Losses for which Seller shall have indemnification obligations for all such matters in this clause (D) shall instead be equal to the Final Purchase Price, (E) in respect of any indemnity claim made pursuant to Section 9.2(a)(ii) or 9.2(a)(viii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Seller shall have indemnification obligations for all such matters in this clause (E) shall instead be equal to the Final Purchase Price, (F) in respect of any indemnity claim made pursuant to Section 9.3(a)(ii), the Sub-Basket, Basket and Cap shall not apply and the maximum Losses for which Purchaser shall have indemnification obligations for all such matters in this clause (F) shall instead be equal to the Final Purchase Price, (G) in respect of any indemnity claim made pursuant to Section 9.2(a)(iii) or 9.2(a)(iv), the Sub-Basket, Basket and Cap shall not apply, (H) in respect of any indemnity claim made pursuant to Section 9.2(a)(ix), the Sub-Basket and Basket shall not apply and (I) in respect of any indemnity claim made pursuant to Section 9.3(a)(iii) or 9.3(a)(iv), the Sub-Basket, Basket and Cap shall not applyclaim. Notwithstanding anything to the contrary contained herein, in no event shall the aggregate indemnification amounts payable to the Seller Indemnified Parties, on the one hand, or the Purchaser Indemnified Parties, on the other hand, pursuant to this Agreement, including pursuant none of the limitations on indemnification obligations set forth hereby shall apply to Article IX and Article X hereof, exceed the Final Purchase Price, other than in respect of indemnity claims made based on fraud or intentional breaches. No Purchaser Indemnified Party shall be entitled to indemnification pursuant to Section 9.2(a)(iii), 9.2(a)(iv), 9.3(a)(iii9.2(a) with respect to any matter (i) that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 2.4 or 9.3(a)(iv)(ii) of which a Purchaser Indemnified Party had waived in writing prior to the Closing.