Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, shall be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds $500,000 (the “Deductible”), in which case the Selling Parties or Parent, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company; (ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification Cap; provided, however, that (x) the Selling Parties’ collective total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder). (b) For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in no event and under no circumstance shall any Selling Party be liable for an amount in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, Seller Entities shall not be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, Purchaser for any Losses costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") pursuant to this Article X VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Losses incurred Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent Indemnified Parties and the Purchaser or Selling Parties Indemnified Parties, as applicable, exceeds $500,000 (the “Deductible”), in which case the Selling Parties or ParentSeller Entities, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company; (ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification Cap; provided, however, that (x) the Selling Parties’ collective total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder)Purchase Price. (b) For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in no event and under no circumstance shall any Selling Party be liable for an amount in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, Sellers shall not be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X IX to the extent they are the result of any breach of any representation or warranty made by or on behalf of the Company or Sellers unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds exceed Five Hundred Thousand Dollars ($500,000 (the “Deductible”500,000), in which case the Selling Parties or Parent, as the case may be, Sellers will only be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereofincluding any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, provided that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, Sellers pursuant to Section 10.2 hereof 9.2(a), (b) or (c) exceed Thirteen Million Five Hundred Thousand Dollars ($15,000,000 13,500,000) (the “Indemnification Indemnity Cap”); provided, further, that notwithstanding the foregoing, Parent the Purchaser Indemnified Parties’ and Selling Parties Indemnified Parties’ rights right to seek indemnification hereunder for any Losses due to, resulting from or arising out of (i) criminal activity or fraud of Sellers or the following Company or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of the Company), Section 4.4 (Capitalization of the Subsidiaries; Other Interests), Section 4.17 (Environmental), Section 4.19 (Employee Benefits), Section 4.21 (Taxes and Tax Returns), Section 4.22 (Proprietary Rights) or Section 4.28 (No Misleading Statements) shall not be subject to, or limited by, the Deductible or Indemnification Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company; (ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification Cap9.5; provided, howeverfurther, that with respect to any Losses arising out of Section 3.8 (xOwnership of Shares) and Section 3.9 (Withholding Tax), the Selling Parties’ collective total liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article X shall not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total liability IX or otherwise under this Article X shall not exceed Agreement in excess of such Seller’s pro rata portion of the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder)Purchase Price, as set forth on Schedule 2.2. (b) For purposes the purpose of clarification and notwithstanding anything calculating the amount of any Loss for which a Purchaser Indemnified Party is entitled to the contrary in indemnification under this Agreement, in no event and under no circumstance the amount of each Loss shall any Selling Party be liable for deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third-party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the Purchaser Indemnified Parties in excess of pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third-party under this Article IX shall constitute additional Losses with respect to the product of (x) matter for which indemnification may be sought hereunder, except to the extent such Selling Party’s Ownership Percentage costs and (y) $75,000,000expenses are paid or reimbursed by such insurer or other third-party.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Swiss Merger Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, Invest Shareholders shall not be obligated to indemnify the Parent BRKR Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X to the extent they are a result of any claim made pursuant to Section 10.2(a) unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Partiesfrom claims made pursuant to Section 10.2(a), as applicable, exceeds Section 9.2(a) of the U.S. SPA and Section 9.2(a) of the German SPA exceed $500,000 (the “Deductible”)3,250,000, in which case the Selling Parties or Parent, as the case may be, Invest Shareholders will only be obligated to indemnify the Parent BRKR Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereofincluding any amounts which would otherwise not be required to be paid by reason of this Section 10.5; provided, however, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, Invest Shareholders pursuant to Section 10.2 hereof Sections 10.2(a), (b) or (c) of this Swiss Merger Agreement, Sections 9.2(a), (b) or (c) of the U.S. SPA, and Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($15,000,000 92,000,000) (the “Indemnification Indemnity Cap”); provided, further, that notwithstanding the foregoing, Parent the BRKR Indemnified Parties’ and Selling Parties Indemnified Parties’ rights right to seek indemnification hereunder for any Losses due to, resulting from or arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Invest Shareholders or Invest or (ii) Section 3.8 (Ownership of the following Invest Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of Invest), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the Deductible or Indemnification Cap limits contained in this Section 10.6:10.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Invest Shares) and Section 3.9 (Withholding Tax), the liability of any Invest Shareholder beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Invest Shareholder shall have any liability under this Article X or otherwise under this Swiss Merger Agreement in excess of the amount set forth opposite such Invest Shareholder’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5 to the U.S. SPA. (ib) fraud, intentional misconduct or intentional misrepresentation For the purpose of Parentcalculating the amount of any Loss for which a BRKR Indemnified Party is entitled to indemnification under this Swiss Merger Agreement, the Selling amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the BRKR Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third party under this Article X shall constitute additional Losses with respect to the Company;matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. In the event that a BRKR Indemnified Party is paid by Invest Shareholders for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such BRKR Indemnified Party shall assign, to the extent legally permissible, all such claims to Invest Shareholders for purposes of recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any payment received, up to the amount of such Loss, from such insurance claim or Third Party claim to Invest Shareholders. (iic) any breach by Parent, BRKR shall be entitled to recover Losses from the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification CapIndemnity Escrow; provided, however, that (x) the Selling Parties’ collective total liability under this Article X shall recovery is not exceed limited to the amount in the aggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder)Indemnity Escrow. (b) For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in no event and under no circumstance shall any Selling Party be liable for an amount in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, Seller shall not be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X VIII unless and until the dollar amount of all such Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds exceed $500,000 1,500,000 (the “Deductible”"Basket Amount"), in which case the Selling Parties or Parent, as the case may be, Seller will only be obligated to indemnify the Parent Purchaser Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in of the Basket Amount. In no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, Seller pursuant to Section 10.2 hereof 8.3 exceed $15,000,000 45,000,000 (the “Indemnification Cap”"Cap Amount"). If less than all of the Acquired Subsidiaries have been transferred as of the last day upon which any Acquired Subsidiary may be transferred under this Agreement, each of the Basket Amount and the Cap Amount shall be adjusted such that the Basket Amount and the Cap Amount equal the respective amounts obtained by multiplying each of the Basket Amount and the Cap Amount by a fraction, the numerator of which is the Allocated Price of the Acquired Subsidiaries transferred as of the last day upon which any Acquired Subsidiary may be transferred under the Agreement, and the denominator of which is $150,000,000. For purposes of computing any Loss under this Article VIII with respect to any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of the amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; providedit being understood and agreed that, further, that notwithstanding the foregoing, Parent the Basket Amount shall continue to remain applicable. Notwithstanding the foregoing, Seller agrees that any indemnification of Purchaser Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder by Seller under Section 8.3(a) for any Losses due to, resulting from or arising out a breach by Seller of the following covenants and agreements of Seller set forth in Section 7.4(e) shall not be subject to, to either of the Deductible or Indemnification Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties Basket Amount or the Company; (ii) any breach by ParentCap Amount, and that Seller shall indemnify Purchaser for the Selling Parties or the Company full amount of any of the covenants or agreements contained such Losses in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection accordance with the matters referred to provisions of this Article VIII (Seller agreeing that any indemnification obligations of Seller in Section 10.6(a)(i), (ii), (iii) or (iv) hereof respect of such Losses shall not be counted towards included in, or included in count towards, any calculation for purposes of determining if the determination of the Indemnification Cap; provided, however, that (x) the Selling Parties’ collective total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunderCap Amount has been reached). (b) For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in no event and under no circumstance shall any Selling Party be liable for an amount in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, The Seller shall be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X unless and not have liability under Section 8.2(a)(i) until the dollar aggregate amount of all the Buyer’s Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, attributable to indemnification claims exceeds $500,000 (the “DeductibleDeductible Amount”), in which case the Selling Parties or Parent, as the case may be, will only Buyer shall be obligated entitled to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total Losses attributable to indemnification claims in an aggregate amount of Losses in excess thereofup to a maximum of thirty-five percent (35%) of the Purchase Price (the “Cap Amount”); provided, however, that in no event the Seller shall be liable only for the aggregate indemnification obligations of amount by which all Losses (up to the Selling Parties or Parent, as Cap Amount) exceed the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”)Deductible Amount; provided, further, that notwithstanding (I) the foregoing, Parent Indemnified Parties’ Deductible Amount and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following Cap Amount shall not be subject toapply to any indemnification claim based on actual fraud or a willful misrepresentation, (II) the Deductible Amount and the Cap Amount shall not apply to indemnification claims made pursuant to Section 8.2(a)(iii) (regarding Former Property), the Deductible or Indemnification Amount and the Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company; (ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof Amount shall not be counted towards or included in the determination of the Indemnification Capapply to indemnification claims made pursuant to Section 8.2(a)(i) related to Section 3.13 (Taxes) (a “Tax Representation Claim”) and indemnification claims made pursuant to Section 8.2(a)(ii) related to Section 7.5 (Tax Matters) (a “Tax Covenant Claim”); provided, however, that the Seller shall not have any liability under Section 8.2(a)(i) for a Tax Representation Claim or under Section 8.2(a)(ii) for a Tax Covenant Claim until the aggregate amount of Buyer Losses with respect to Tax Representation Claims and Tax Covenant Claims in respect of Non-Income Taxes exceeds $250,000; (xIII) the Selling Parties’ collective total Deductible Amount shall not apply to indemnification claims made pursuant to Section 8.2(a)(iv), (v), (vi), (vii) or (viii) and (III) with respect to any Losses attributable to indemnification claims made pursuant to Section 8.2(a)(i) in connection with Section 3.7 (Litigation), Section 3.15 (Labor Matters) and Section 3.24(a) (Product Liability; Product Warranties), the Buyer shall, subject to the Deductible Amount (if applicable), be entitled to Losses in excess of the Cap Amount, but not more than the Purchase Price. Notwithstanding the foregoing, the Seller shall not have liability under this Article X shall not exceed Section 8.2(a)(i) with respect to third party claims unless the Claim Notice with respect thereto was properly delivered to the Seller in the aggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder)accordance with Section 8.3. (b) For purposes The Buyer shall not have any liability under Section 8.2(b)(i) until the aggregate amount of clarification and notwithstanding anything the Buyer’s Losses attributable to indemnification claims exceeds the Deductible Amount, in which case the Seller shall be entitled to Losses attributable to indemnification claims in an aggregate amount up to the contrary in this AgreementCap Amount; provided, in no event and under no circumstance however, that the Buyer shall any Selling Party be liable only for an the amount by which all Losses (up to the Cap Amount) exceed the Deductible Amount; provided, further, that the Deductible Amount and Cap Amount shall not apply to any indemnification claim based on actual fraud or a willful misrepresentation. Notwithstanding the foregoing, the Buyer shall not have any liability under Section 8.2(b)(i) with respect to third party claims unless the Claim Notice with respect thereto was properly delivered to the Buyer in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000accordance with Section 8.3.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this AgreementU.S. SPA, neither the Selling Parties on the one hand, nor Parent on the other hand, Sellers shall not be obligated to indemnify the Parent BRKR Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for any Losses pursuant to this Article X IX to the extent they are a result of any claim made pursuant to Section 9.2(a) unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Partiesfrom claims made pursuant to Section 9.2(a), as applicable, exceeds Section 10.2(a) of the Swiss Merger Agreement and Section 9.2(a) of the German SPA exceed $500,000 (the “Deductible”)3,250,000, in which case the Selling Parties or Parent, as the case may be, Sellers will only be obligated to indemnify the Parent BRKR Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereofincluding any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, however, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, Sellers pursuant to Section 10.2 hereof Sections 9.2(a), (b) or (c) of this U.S. SPA, Sections 10.2(a), (b) or (c) of the Swiss Merger Agreement, and Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($15,000,000 92,000,000) (the “Indemnification Indemnity Cap”); provided, further, that notwithstanding the foregoing, Parent the BRKR Indemnified Parties’ and Selling Parties Indemnified Parties’ rights right to seek indemnification hereunder for any Losses due to, resulting from or arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Sellers or BioSpin U.S. or (ii) Section 3.8 (Ownership of the following Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of BioSpin U.S.), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the Deductible or Indemnification Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company; (ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification Cap9.5; provided, howeverfurther, that with respect to any Losses arising out of Section 3.8 (xOwnership of Shares) and Section 3.9 (Withholding Tax), the Selling Parties’ collective total liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article X shall not exceed in the aggregate the sum of $75,000,000; and (y) Parent’s total liability IX or otherwise under this Article X shall not exceed U.S. SPA in excess of the aggregate amount set forth opposite such Seller’s name under the sum of $75,000,000 (less any cash consideration paid by Parent hereunder)heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5. (b) For the purpose of calculating the amount of any Loss for which a BRKR Indemnified Party is entitled to indemnification under this U.S. SPA, the amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the BRKR Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third party under this Article IX shall constitute additional Losses with respect to the matter for which indemnification may be sought hereunder, except to the extent such costs and expenses are paid or reimbursed by such insurer or other third party. In the event that a BRKR Indemnified Party is paid by Sellers for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such Purchaser Indemnified Party shall assign, to the extent legally permissible, all such claims to Sellers for purposes of clarification and notwithstanding anything recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any payment received, up to the contrary in this Agreementamount of such Loss, in no event and under no circumstance shall any Selling from such insurance claim or Third Party be liable for an amount in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000claim to Sellers.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Selling Parties on the one hand, nor Parent on the other hand, shall Sellers will not be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, Buyer for any Losses pursuant to this Article X unless and until the dollar amount of all Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds $500,000 (the “Deductible”), in which case the Selling Parties or Parent, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, Damages resulting from a breach of a representation or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6warranty made by Sellers: (i) fraud, intentional misconduct to the extent that Damages arising from any individual claim for indemnification are $10,000 or intentional misrepresentation of Parent, less (the Selling Parties or the Company"BUYER MINIMUM CLAIM AMOUNT"); (ii) any breach by Parentunless and until the amount of all such Damages (other than those for claims that do not satisfy the Buyer Minimum Claim Amount) exceeds $1,300,000 (the "BUYER DEDUCTIBLE"), and then only for the Selling Parties or the Company of any amount of the covenants or agreements contained Damages in this Agreement; (iii) any breach by the Company or any excess of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification CapBuyer Deductible; provided, however, that (x) the Selling Parties’ collective total liability under this Article X Buyer Deductible shall not exceed in apply to any Damages resulting from a breach of a representation or warranty made by Sellers pursuant to Section 5.19 (Environmental Matters); and (iii) to the extent that the aggregate amount of all such payments for Damages (other than those for claims that do not satisfy the sum Buyer Minimum Claim Amount) to Buyer exceeds an amount equal to sixty-five percent (65%) of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed the amount of the Purchase Price paid in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder)cash. (b) For purposes of clarification and notwithstanding anything Notwithstanding any provision to the contrary contained in this Agreement, in no event and under no circumstance shall Buyer will not be obligated to indemnify Sellers for any Selling Party be liable Damages resulting from a breach of a representation or warranty made by Buyer: (i) to the extent that the Damages arising from any individual claim for an indemnification are $10,000 or less; and (ii) to the extent that the aggregate amount in excess of all such payments for Damages to Sellers exceeds the aggregate amount of the product Purchase Price paid in the form of the Seller Shares, as calculated on the basis of the Price Per Share and after giving effect to any adjustments to the Purchase Price under Section 3.3. (xc) such Selling Party’s Ownership Percentage and (y) $75,000,000For purposes of this Article X, a representation or warranty shall be deemed breached if it would have been breached had the representation not been qualified by the words "material", "materiality", "Material Adverse Effect", "in all material respects", or words of similar import.