Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. Notwithstanding anything to the contrary stated in this Article 9, no indemnifying party shall have liability under Section 9.2(i) or 9.3(i), as the case may be, for breaches of representations and warranties (a) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 3.19(b)(i), 3.19(b)(viii), 3.19(b)(ix), 3.19(b)(x), 4.1(a) or 4.4 or fraudulent -80- <Page> misrepresentations, for Losses in excess of fifteen (15) percent of the Purchase Price. Buyer and Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Basket and the amount of Losses, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed without regard to any Materiality Qualifiers therein contained. ARTICLE 10

Indemnification Amounts. Notwithstanding anything to the contrary stated (a) Except as otherwise provided in this Article 9Section 7.3(a), no indemnifying party the Company shall not have any liability under Section 9.2(i7.1(a)(i)(A) or 9.3(ihereof until the aggregate of all Losses for which the Company is liable under such section are in excess of $250,000, at which time the Company shall be liable for the full amount of all Losses in excess of a $100,000 aggregate deductible; provided, that, for purposes of this Section 7.3(a), as Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the case may be, for breaches of representations and warranties (a) other than those of the Company contained in Article IV; provided, further, the aggregate liability of the Company under this Article VII shall in no event exceed $3,500,000.00. Notwithstanding the immediately preceding sentence, the provisions of the immediately preceding sentence shall not apply to, and the Company shall be liable for the full amount of, any and all Losses in respect of a breach of any of the representations and warranties set forth contained in Section 3.1(a4.1 (Organization), 3.2the first two sentences of Section 4.2 (Authorization), 3.3(aSection 4.3 (Capitalization), Section 4.4 (Officers and Directors), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses 4.7 (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(aIndebtedness), the last sentence of Section 3.3(b4.8 (Liens on Inventory), and Sections 3.7, 3.19(b)(ithe last sentence of Section 4.9 (Liens on Accounts Receivable), 3.19(b)(viiithe second sentence of Section 4.10(b) (title to Real Property), 3.19(b)(ixthe second sentence of Section 4.10(c) (title to Personal Property), 3.19(b)(xSection 4.15 (Environmental Matters), 4.1(aSection 4.17 (Taxes), Section 4.18 (Employee Benefits), Section 4.26 (Brokers), Section 4.27 (Rights Plan), or any matter set forth on Schedule 7.3 attached hereto. (b) or 4.4 or fraudulent -80- <Page> misrepresentationsExcept as otherwise provided in this Section 7.3(b), Purchaser shall not have any liability under Section 7.2(a)(i)(A) hereof until the aggregate of all Losses for which Purchaser is liable under such section are in excess of $250,000, at which time Purchaser shall be liable for the full amount of all Losses in excess of fifteen (15) percent a $100,000 aggregate deductible. Notwithstanding the immediately preceding sentence, Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the Purchase Price. Buyer and Sellers agree that certain representations and warranties contained in the first two sentences of Section 3.2 (Authorization). (c) Any amount payable pursuant to this Article VII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies; provided that, nothing in this Agreement are qualified by materiality references shall require any indemnified party to file a claim with or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), otherwise seek insurance coverage for purposes of Sections 9.2 and 9.3 hereof any Losses it may suffer and for purposes of calculating the Basket and the amount of Losses, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed without regard which it is entitled to any Materiality Qualifiers therein contained. ARTICLE 10indemnification pursuant to this Article VII.

Indemnification Amounts. Notwithstanding anything to the contrary stated (a) Except as otherwise provided in this Article 9Section 8.4(a), no indemnifying party (i) the Company shall not have any liability under Section 9.2(i8.1(a)(i)(A) or 9.3(ihereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the "Company Deductible"), as at which time the case may beCompany shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company's aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for breaches purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties (a) other than those of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties set forth contained in Section 3.1(a5.1 (Organization), 3.2Section 5.2 (Authorization), 3.3(aSection 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses 5.7 (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(aIndebtedness), the last sentence of Section 3.3(b5.8 (Liens on Inventory), and Sections 3.7, 3.19(b)(ithe last sentence of Section 5.9 (Liens on Accounts Receivable), 3.19(b)(viiithe second sentence of Section 5.10(b) (title to Real Property), 3.19(b)(ixthe second sentence of Section 5.10(c) (title to Personal Property), 3.19(b)(xSection 5.15 (Environmental Matters), 4.1(aSection 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) or 4.4 or fraudulent -80- <Page> misrepresentationsThe Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the "EAW Deductible"), at which time the Company shall be liable for the full amount of all Losses in excess of fifteen the EAW Deductible. (15c) percent Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the "Purchaser Deductible"), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser's aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the ▇▇▇▇▇▇▇▇ Purchase Price. Buyer Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and Sellers agree that certain all Losses in respect of a breach of any of the representations and warranties contained in Section 2.2 (Authorization). (d) Except as otherwise provided in this Agreement Section 8.4(d), (i) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, are qualified by materiality references liable under such Sections are in excess of $150,000 (the "Mackie/▇▇▇▇▇▇▇▇ Deductible"), at which time the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall be liable for the full amount of all Losses in excess of the Mackie/▇▇▇▇▇▇▇▇ Deductible and (ii) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇' and the ▇▇▇▇▇▇▇▇ Sellers' aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or by matters having or not having a Material Adverse Effect (collectivelythe ▇▇▇▇▇▇▇▇ Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Basket ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall be liable for the full amount of Losses, the Materiality Qualifiers shall be ignored any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be construed without regard reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any Materiality Qualifiers therein contained. ARTICLE 10fraudulent act or omission by a party hereto.

Indemnification Amounts. Notwithstanding anything to the contrary stated (a) Except as otherwise provided in this Article 9Section 8.4(a), no indemnifying party (i) the Company shall not have any liability under Section 9.2(i8.1(a)(i)(A) or 9.3(ihereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), as at which time the case may beCompany shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for breaches purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties (a) other than those of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties set forth contained in Section 3.1(a5.1 (Organization), 3.2Section 5.2 (Authorization), 3.3(aSection 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses 5.7 (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(aIndebtedness), the last sentence of Section 3.3(b5.8 (Liens on Inventory), and Sections 3.7, 3.19(b)(ithe last sentence of Section 5.9 (Liens on Accounts Receivable), 3.19(b)(viiithe second sentence of Section 5.10(b) (title to Real Property), 3.19(b)(ixthe second sentence of Section 5.10(c) (title to Personal Property), 3.19(b)(xSection 5.15 (Environmental Matters), 4.1(aSection 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) or 4.4 or fraudulent -80- <Page> misrepresentationsThe Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the “EAW Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of fifteen the EAW Deductible. (15c) percent Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the ▇▇▇▇▇▇▇▇ Purchase Price. Buyer Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and Sellers agree that certain all Losses in respect of a breach of any of the representations and warranties contained in Section 2.2 (Authorization). (d) Except as otherwise provided in this Agreement Section 8.4(d), (i) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, are qualified by materiality references liable under such Sections are in excess of $150,000 (the “Mackie/▇▇▇▇▇▇▇▇ Deductible”), at which time the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall be liable for the full amount of all Losses in excess of the Mackie/▇▇▇▇▇▇▇▇ Deductible and (ii) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’ and the ▇▇▇▇▇▇▇▇ Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or by matters having or not having a Material Adverse Effect (collectivelythe ▇▇▇▇▇▇▇▇ Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Basket ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the ▇▇▇▇▇▇▇▇ Sellers, as applicable, shall be liable for the full amount of Losses, the Materiality Qualifiers shall be ignored any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be construed without regard reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any Materiality Qualifiers therein contained. ARTICLE 10fraudulent act or omission by a party hereto.

Indemnification Amounts. (a) Notwithstanding anything any provision to the contrary stated contained in this German SPA, Sellers shall not be obligated to indemnify the Purchaser Indemnified Parties for any Losses pursuant to this Article 9IX 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 in the aggregate from claims made pursuant to Section 9.2(a) of this German SPA, Section 10.2(a) of the Swiss Merger Agreement and Section 9.2(a) of the U.S. SPA exceed $3,250,000, in which case Sellers will be obligated to indemnify the Purchaser Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, however, that in no indemnifying party event shall have liability under Section 9.2(ithe aggregate indemnification obligations of Sellers pursuant to Sections 9.2(a), (b) or 9.3(i(c) of this German SPA, Sections 10.2(a), as (b) or (c) of the case may be, for breaches of representations Swiss Merger Agreement and warranties (a) other than those representations and warranties set forth in Section 3.1(aSections 9.2(a), 3.2(b) or (c) of the U.S. SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, 3.3(afurther, that notwithstanding the foregoing, the Purchaser Indemnified Parties’ right to seek indemnification hereunder for any Losses 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 the Target Companies or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of Bruker Physik), Section 4.4 (Capitalization of the Subsidiaries; Other Interests), or Section 4.16 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the last sentence liability of Section 3.3(b)any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, and Sections 3.7, 4.1(ano Seller shall have any liability under this Article IX or otherwise under this German SPA in excess of the amount set forth opposite such Seller’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5 to the U.S. SPA. (b) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until For the aggregate purpose of calculating the amount of Losses (excluding any Loss less than $20,000for which a Purchaser Indemnified Party is entitled to indemnification under this German 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 Purchaser 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 the indemnifying party woulda Purchaser 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 this Section 9.7which payment from such insurer or Third Party has not been received, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket")then such Purchaser Indemnified Party shall assign, and then only to the extent that the aggregate of legally permissible, all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 3.19(b)(i), 3.19(b)(viii), 3.19(b)(ix), 3.19(b)(x), 4.1(a) or 4.4 or fraudulent -80- <Page> misrepresentations, for Losses in excess of fifteen (15) percent of the Purchase Price. Buyer and such claims to Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), for purposes of Sections 9.2 and 9.3 hereof and for purposes recouping payment of calculating such Loss. To the Basket and extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any payment received, up to the amount of Lossessuch Loss, the Materiality Qualifiers from such insurance claim or Third Party claim to Sellers. (c) Purchasers shall be ignored and entitled to recover Losses from the representations and warranties shall be construed without regard Indemnity Escrow; provided, however, that the recovery is not limited to any Materiality Qualifiers therein contained. ARTICLE 10the amount in the Indemnity Escrow.

Indemnification Amounts. Notwithstanding anything to the contrary stated (a) Except as otherwise provided in this Article 9Section 7.3(a), no indemnifying party the Company shall not have any liability under Section 9.2(i7.1(a)(i)(A) or 9.3(ihereof until the aggregate of all Losses for which the Company is liable under such section are in excess of $250,000, at which time the Company shall be liable for the full amount of all Losses in excess of a $100,000 aggregate deductible; provided, that, for purposes of this Section 7.3(a), as Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the case may be, for breaches of representations and warranties (a) other than those of the Company contained in Article IV, provided, further, the aggregate liability of the Company under this Article VII shall in no event exceed $3,500,000.00. Notwithstanding the immediately preceding sentence, the provisions of the immediately preceding sentence shall not apply to, and the Company shall be liable for the full amount of, any and all Losses in respect of a breach of any of the representations and warranties set forth contained in Section 3.1(a4.1 (Organization), 3.2the first two sentences of Section 4.2 (Authorization), 3.3(aSection 4.3 (Capitalization), Section 4.4 (Officers and Directors), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses 4.7 (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(aIndebtedness), the last sentence of Section 3.3(b4.8 (Liens on Inventory), and Sections 3.7, 3.19(b)(ithe last sentence of Section 4.9 (Liens on Accounts Receivable), 3.19(b)(viiithe second sentence of Section 4.10(b) (title to Real Property), 3.19(b)(ixthe second sentence of Section 4.10(c) (title to Personal Property), 3.19(b)(xSection 4.15 (Environmental Matters), 4.1(aSection 4.17 (Taxes), Section 4.18 (Employee Benefits), Section 4.26 (Brokers), Section 4.27 (Rights Plan), or any matter set forth on Schedule 7.3 attached hereto. (b) or 4.4 or fraudulent -80- <Page> misrepresentationsExcept as otherwise provided in this Section 7.3(b), Purchaser shall not have any liability under Section 7.2(a)(i)(A) hereof until the aggregate of all Losses for which Purchaser is liable under such section are in excess of $250,000, at which time Purchaser shall be liable for the full amount of all Losses in excess of fifteen (15) percent a $100,000 aggregate deductible. Notwithstanding the immediately preceding sentence, Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the Purchase Price. Buyer and Sellers agree that certain representations and warranties contained in the first two sentences of Section 3.2 (Authorization). (c) Any amount payable pursuant to this Article VII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies; provided that, nothing in this Agreement are qualified by materiality references shall require any indemnified party to file a claim with or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), otherwise seek insurance coverage for purposes of Sections 9.2 and 9.3 hereof any Losses it may suffer and for purposes of calculating the Basket and the amount of Losses, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed without regard which it is entitled to any Materiality Qualifiers therein contained. ARTICLE 10indemnification pursuant to this Article VII.

Indemnification Amounts. Notwithstanding anything to the contrary stated in this Article 9, no indemnifying party shall have liability under Section 9.2(i) or 9.3(i), as the case may be, for breaches of representations and warranties (a) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses (excluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 3.19(b)(i), 3.19(b)(viii), 3.19(b)(ix), 3.19(b)(x), 4.1(a) or 4.4 or fraudulent -80- <Page> misrepresentations, for Losses in excess of fifteen (15) percent of the Purchase Price. Buyer and Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 3.19(b)(i), for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Basket and the amount of Losses, the Materiality Qualifiers shall be ignored and the representations and warranties shall be construed without regard to any Materiality Qualifiers therein contained. ARTICLE 10.

Indemnification Amounts. Notwithstanding anything to the contrary stated in this Article 9, no indemnifying party (a) Seller shall not have liability under Section 9.2(i8.2(a)(i) or 9.3(iuntil the aggregate amount of Buyer’s Losses attributable to indemnification claims for which a Claim Notice was properly delivered to Seller pursuant to Section 8.3 exceeds $12,500,000 (the “Basket Amount”), as in which case Buyer shall be entitled to Losses attributable to indemnification claims in an amount up to fifteen percent (15%) of the case Purchase Price in the aggregate (the “Cap Amount”); provided, however, that Seller shall be liable only for the amount by which all Losses (up to the Cap Amount) under Section 8.2(a)(i) exceed the Basket Amount; provided, further, that no individual claim for payment of a Loss may bebe made under Section 8.2(a)(i) unless such claim is an amount of $25,000 or greater (the “Individual Claim Threshold”); and provided, for further, (i) that the Basket Amount, Cap Amount and Individual Claim Threshold limitations shall not apply to any Losses arising under Sections 3.1, 3.2 (with respect to subsection (a) thereof only), 3.5(a) (with respect to the last sentence thereof only), 3.6(a) (with respect to the first sentence thereof only), 3.11, 3.13 (with respect to Losses resulting or arising from breaches of representations and warranties (a) other than those representations and warranties set forth in Section 3.1(atherein with respect to Retained Benefit Plans only), 3.2Section 3.14(f) (with respect to the first sentence thereof only) and Section 3.15; and (ii) with respect to any Losses arising under Section 3.21, 3.3(a)Buyer shall, subject to the last sentence Basket Amount and the Individual Claim Threshold, be entitled to Losses in excess of Section 3.3(b)the Cap Amount, with such excess being equal to the difference between $160,000,000 and the Cap Amount. (b) Buyer shall not have liability under Sections 3.7, 4.1(a8.2(b)(i) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Seller’s Losses attributable to indemnification claims for which a Claim Notice was properly delivered to Buyer pursuant to Section 8.3 exceeds $12,500,000 (excluding any Loss less than $20,000) that the indemnifying party would“Buyer Basket Amount”), but for this Section 9.7, in which case Seller shall be liable exceeds on a cumulative basis entitled to Losses attributable to indemnification claims in an amount equal up to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 3.3(b), and Sections 3.7, 3.19(b)(i), 3.19(b)(viii), 3.19(b)(ix), 3.19(b)(x), 4.1(a) or 4.4 or fraudulent -80- <Page> misrepresentations, for Losses in excess of fifteen percent (15%) percent of the Purchase Price. Buyer and Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except Price in the case of claims relating aggregate (the “Buyer Cap Amount”); provided, however, that Buyer shall be liable only for the amount by which all Losses (up to the representations set forth in Buyer Cap Amount) under Section 3.19(b)(i)8.2(b)(i) exceed the Buyer Basket Amount; provided, further, that no individual claim for purposes payment of Sections 9.2 and 9.3 hereof and for purposes of calculating the Basket and the a Loss may be made under Section 8.2(b)(i) unless such claim is an amount of Losses$25,000 or greater (the “Buyer Individual Claim Threshold”); and provided, further, that the Materiality Qualifiers above Buyer Basket Amount, Buyer Cap Amount and Buyer Individual Claim Threshold limitations shall be ignored and the representations and warranties shall be construed without regard not apply to any Materiality Qualifiers therein contained. ARTICLE 10Losses arising under Sections 4.1, 4.2 (with respect to subsection (a) thereof only) or 4.4.