Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. The Buyer shall have no obligation to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2.

Monetary Limitations. (a) The Buyer Seller shall have no obligation to indemnify the Seller Buyer Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a10.1.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), 10.1.1(b) unless the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds [**] Dollars ($[**]) (the “Threshold Amount”), in which case the Buyer Seller shall indemnify the Seller Buyer Indemnified Persons for or all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the BuyerSeller’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a10.1.1(a) and Indemnification Claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b10.1.1(b) will shall not exceed Three Million [**] Dollars ($3,000,000[**]) (the “Indemnity Cap”); provided. (b) Notwithstanding anything to the contrary in Section 10.1.2(a), however, that the foregoing monetary limitations in this Section 10.2.2 will 10.1.2 shall not apply to Indemnification Claims pursuant to Sections 10.2.1(a10.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 3.1 (Organization), 5.2 3.2 (Capital Structure), 3.3 (Power and Authorization), 5.4(e3.4(e) (Breach Noncontravention of Organizational Documents), 3.11 (Environmental Matters) 3.12 (No Brokers), 3.13 (Taxes) 4.2 (Power and Authorization) 4.4(e) (Noncontravention of Organizational Documents) or 5.6 and 4.6 (No Brokers) (said Sections 3.1, 3.2, 3.3, 3.4(e). , 3.11, 3.12, 3.13, 4.2, 4.4(e) and 4.6 being hereinafter referred to collectively as the “Fundamental Representations and Warranties”). (c) Notwithstanding anything to the contrary in Section 10.1.2(a) and Section 10.1.2(b) the Sellers aggregate Liability in respect of Indemnification Claims arising from the breach of or inaccuracy in the representations or warranties set forth in Section 3.5.1 (Litigation) and Section 3.8.1(a) (Contractual Obligations of the Company) pursuant to Section 10.1.1(a), together with the Seller’s aggregate Liability for Indemnification Claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.1.1(b) and Indemnification Claims arising from the breach of, or inaccuracy in, any other representation or warranty pursuant to Section 10.1.1(a), other than in respect of the Fundamental Representations and Warranties shall not exceed [**] Dollars ($[**]) (the “Special Indemnity Cap”). (d) Notwithstanding anything to the contrary in this Agreement, Indemnification Claims pursuant to Sections 10.2.1(c10.1.1(c), 10.1.1(d) or 10.2.1(d10.1.1(c), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer Seller after the Closing pursuant to Section 10.2.l(b)10.1.1(b) other than any breach of Sellers obligations under Section 3 of the Transition Services Agreement (i.e., Consulting Services) are not subject to any of the monetary limitations set forth in this Section 10.2.210.1.2, including the Threshold Amount, the Indemnity Cap and the Special Indemnity Cap.

Monetary Limitations. (a) The Buyer shall will have no obligation to indemnify the Seller Indemnified Persons in and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect of to Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), described therein unless the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds $200,000 (the Threshold Amount“Threshold”) (at which point the Seller or Buyer will indemnify, in which case the Buyer shall indemnify as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all such LossesLosses in excess of the Threshold). Subject to paragraph (c) below, including (i) the Threshold Amount, maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and not only (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the extent such Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses exceed the Threshold Amount, and under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer’s aggregate Liability . Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in respect of Indemnification Claims arising from connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the breach ofSeller. (c) Notwithstanding the foregoing, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(athe limitations on liability in paragraphs (a) and Indemnification Claims brought after Closing arising from the breach (b) of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will 7.4 shall not apply to Indemnification Claims pursuant (i) claims related to Sections 10.2.1(a) in respect breaches of breaches of, or inaccuracies in, in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 5.1 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (Organizationi) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), 5.2 (Power any and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant all dollar amounts payable by an Indemnifying Party to Sections 10.2.1(c) or 10.2.1(d), or an Indemnified Party in connection with a claim for Losses arising from the breach under any provision of any covenant Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or agreement to be performed set off by such Indemnifying Party in accordance with payment instructions provided by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Indemnified Party.

Monetary Limitations. The Buyer shall have no obligation (a) Seller’s aggregate liability in respect of claims for indemnification pursuant to indemnify the Seller Indemnified Persons this Section 6 in respect of Losses arising from the breach pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracy inaccuracies in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, set forth in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) subsections [*] will not exceed Three Million Dollars [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 ($3,000,000Upfront Payments; Holdback Amount) (the “[*]”); provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the foregoing monetary limitations remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 10.2.2 will not apply to Indemnification Claims 6 in respect of Losses arising (a) pursuant to Sections 10.2.1(aSection 6.2(a) in respect of breaches of, or inaccuracies in, representations and warranties any representation or warranty set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d)subsections [*], or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing (b) pursuant to Section 10.2.l(b6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. In addition, Buyer shall not be entitled to recovery for any Losses arising pursuant to Section 6.2(a) until the aggregate value of all such Losses equals at least [*], in which case Buyer shall be entitled to recover the full amount of such Losses. Notwithstanding the foregoing, claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to Perform the Agreement), and 3.3 (Tax Matters), are not subject to the monetary limitations set forth in this Section 10.2.26.3, nor are claims for indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this Section 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f).

Monetary Limitations. The Buyer shall Neither any Seller nor any Principal will have no any obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) in respect of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty pursuant to Section 10.2.1(a) statement described therein (or Losses arising from the breach in respect of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds $500,000 (at which point the Threshold Amount, in which case Sellers and the Principals will indemnify the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including Losses in excess of such amount in accordance with the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, other provisions of this ARTICLE VII). The Sellers’ and the Buyer’s Principals’ aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant 7.01(a)(ii), Section 7.01(b)(ii), or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b7.01(b)(v) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary 10 million. The limitations in this Section 10.2.2 the immediately preceding two sentences will not apply to Indemnification Claims (a) claims for indemnification pursuant to Sections 10.2.1(aSection 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 any Seller Fundamental Representation or (Organization)b) claims for indemnification based upon fraud, 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) intentional misrepresentation or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the intentional breach of any covenant representation or agreement warranty in ARTICLE III or ARTICLE IV. Subject to be performed by the Buyer after the Closing immediately following sentence, claims for indemnification pursuant to any provision of Section 10.2.l(b7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) are not subject to the monetary limitations set forth in this Section 10.2.27.01(c). Notwithstanding anything to the contrary in this Agreement, (x) in no event shall the aggregate liability of the Principals and the Sellers under this ARTICLE VII and Section 8.01 exceed the Overall Indemnity Cap and (y) in no event shall the aggregate liability of any Principal under Section 7.01 and Section 8.01 (when combined, without duplication with his Pro Rata Percentage of the Sellers’ liability under such provisions) exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap. Notwithstanding anything to the contrary in this Agreement, no amounts distributed to Buyer out of the Escrow Cash Amount in accordance with the Escrow Agreement shall be applied against the $10 million limit described in the second sentence of this Section 7.01(c).

Monetary Limitations. The Buyer Notwithstanding anything to the contrary in this Agreement, the Local Asset Sale Agreements and the License Agreement with respect to the Designated Sellers’ representations and warranties contained in this Agreement or any such agreements, the following limitations shall have no obligation apply to indemnify the liability of the Seller Indemnified Persons in respect of Losses and the other Designated Sellers pursuant to Article 9.1.1 (a) arising from the breach of, by the Seller or inaccuracy in, any of the other Designated Sellers of any representation or warranty pursuant to Section 10.2.1(a) made by the Seller or Losses arising from any of the breach of other Designated Sellers in this Agreement, the License Agreement or any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(bLocal Asset Sale Agreement, other than those representations made under Sections 4.1 (Organization and Corporate Power), unless 4.2 (Authorization; Binding Effect; No Breach), Clause 0 of Exhibit 4.3 (Transfer of the Shares), Clause 1 of Exhibit 4.3 (Title to Tangible Assets) and Clause 17 of Exhibit 4.3 (Sales of the Seller): (i) The Seller and the other Designated Sellers shall not have any liability until the aggregate amount of all such Losses incurred or suffered by indemnifiable hereunder exceeds one million US dollars (USD 1,000,000), following which the Seller Indemnified Persons exceeds shall be liable from the Threshold Amountfirst US dollar; for the purpose of computing such one million amount, any Loss sustained in a currency other than the US Dollar shall be converted into US Dollars on the basis of the exchange rate prevailing as of the date such Loss has been sustained as computed of the basis of such exchange rate as published in The Wall Street Journal as of such date; (ii) The maximum liability of the Seller and the other Designated Sellers shall not exceed one hundred and sixty million United States dollars (US$160,000,000), except in relation to Losses resulting from a fraudulent conduct in which case the Buyer cap shall indemnify not apply and the Liability of the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability Designated Sellers resulting from such fraudulent conduct shall not be taken into account for the purpose of calculating whether the cap has been reached; and (iii) The Seller and the other Designated Sellers shall have no liability in respect of Indemnification Claims connection with any particular event, fact or development unless and until the Loss indemnifiable hereunder and arising from the breach ofsuch particular event, fact or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars development exceeds twenty thousand US dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational DocumentsUSD 20,000) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach equivalent of this amount in any covenant or agreement to be performed by other currency as computed on the Buyer after basis of the Closing pursuant to Section 10.2.l(b), are not subject to exchange rate prevailing as of the monetary limitations set forth date the relevant Loss has been sustained as computed of the basis of such exchange rate as published in this Section 10.2.2The Wall Street Journal as of such date.

Monetary Limitations. The Buyer (a) Except with respect to Fraud, Sellers shall not have no any obligation to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Parent under Section 10.2.1(a6.2(a)(i) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless until the aggregate amount of all such Losses incurred or suffered by for which Sellers are obligated to indemnify Parent pursuant to Section 6.2(a)(i) exceeds $225,000 (the Seller Indemnified Persons exceeds the Threshold Amount“Basket”), in at which case the Buyer point Sellers shall indemnify the Seller Indemnified Persons Parent for all such Losses, including Losses in excess of the Threshold Amount, and not only Basket (subject to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000Cap); provided, however, that Sellers’ aggregate liability to Parent (i) under Section 6.2(a)(i) shall not exceed the foregoing monetary limitations in this Indemnification Escrow Cash Amount and (ii) under Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization6.2(a)(ii), 5.2 Section 6.2(a)(iii) and Section 6.2(a)(iv) shall not exceed the sum of (Power x) the Indemnification Escrow Cash Amount plus (y) the aggregate value of the Deferred Consideration and Authorizationthe Earnout Consideration (collectively, the “Cap”), 5.4(e. (b) (Breach Parent shall not have any obligation to indemnify Sellers under Section 6.2(b)(i) until the aggregate amount of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant all Losses for which Parent is obligated to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnify Sellers pursuant to Section 10.2.l(b)6.2(b)(i) exceeds the Basket, are not at which point Parent shall indemnify Sellers for all such Losses in excess of the Basket (subject to the monetary limitations set forth in Cap) and Parent’s aggregate liability to Sellers under Section 6.2(b)(i) shall not exceed the Cap. (c) NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, LOST PROFITS, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES UNLESS CLAIMED BY A THIRD-PARTY AND SUBJECT TO AN INDEMNIFICATION OBLIGATION IN SUCH REGARD. (d) Except with respect to Taxes, each of the Parties agrees to take commercially reasonable steps to mitigate, subject to compliance with applicable Laws, any Losses and related expenses for which such Party seeks indemnification under this Section 10.2.2Agreement.

Monetary Limitations. The (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no obligation to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to liability for its indemnification obligations under Section 10.2.1(a10.03(a)(i) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless until the aggregate amount of all such Losses Liabilities incurred or suffered by the Seller Indemnified Persons equals or exceeds the Threshold Amount, in which case the event Buyer shall indemnify the Seller Indemnified Persons be liable for all such Losses, including the Threshold Amount, Liabilities from dollar one; it being understood and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, agreed that the foregoing monetary limitations in this Section 10.2.2 will Threshold Amount shall not apply to Indemnification Claims pursuant claims for indemnification relating to Sections 10.2.1(aAssumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) in respect For the purposes of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organizationthis Section 10.04(b), 5.2 (Power and Authorization)in computing such individual or aggregate amounts of claims, 5.4(e) (Breach the amount of Organizational Documents) each claim shall take into account any insurance proceeds or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) other monetary compensation recovered or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed recoverable by the Buyer after indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Closing pursuant to Section 10.2.l(b)Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, are not subject to the monetary limitations set forth in this Section 10.2.210.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01.

Monetary Limitations. The Buyer shall (i) Purchaser will have no obligation to indemnify the Seller Indemnified Persons Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons Parties exceeds the Threshold Amount, in [***] (at which case the Buyer shall point Purchaser will indemnify the Seller Indemnified Persons Parties for all such Losses, including the Threshold Amount, and not only to the extent Losses in excess of such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000amount); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims (a) claims for indemnification pursuant to Sections 10.2.1(aSection 9.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 any Fundamental Representation or (Organization), 5.2 b) claims based upon fraud or intentional misrepresentation; (Power and Authorization), 5.4(eiii) (Breach Purchaser’s aggregate liability in respect of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b9.2(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), are Purchaser’s aggregate liability will not subject exceed amounts paid by Purchaser to the monetary limitations set forth in Seller under this Agreement pursuant to Section 10.2.22.1(b) and Section 2.5(a).

Monetary Limitations. The Buyer shall (i) Seller will have no obligation to indemnify Purchaser Indemnified Parties pursuant to Section 9.1(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.1(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Seller will have no obligation to indemnify Purchaser Indemnified Persons Parties pursuant to Section 9.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Purchaser Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000)Parties [***]; provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims (a) claims for indemnification pursuant to Sections 10.2.1(aSection 9.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 any Fundamental Representation or (Organization), 5.2 b) claims based upon fraud or intentional misrepresentation; (Power and Authorization), 5.4(eiii) (Breach Seller’s aggregate liability in respect of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b9.1(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.1(a)(iii), are Seller’s aggregate liability will not subject exceed amounts paid by Purchaser to the monetary limitations set forth in Seller under this Agreement pursuant to Section 10.2.22.1(b) and Section 2.5(a).

Monetary Limitations. The No amount of indemnity shall be payable by Seller in the case of a claim by any Buyer shall have no Indemnified Party under Section 10.2(b) or by the Buyer Parties in the case of a claim by a Seller Indemnified Party under Section 10.3(a) unless such Buyer Indemnified Party or Seller Indemnified Party has suffered or incurred Losses (without taking Seller’s obligation to indemnify the Seller Indemnified Persons in respect pay 50% of certain of such Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a10.2(b) into account) consisting of damages aggregating in excess of Five Hundred Thousand U.S. Dollars ($500,000) (the “Threshold Amount”) whereupon such Buyer Indemnified Party or Seller Indemnified Party shall be entitled to claim indemnification for the full amount of its Losses as otherwise provided for in Section 10.2(b) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b10.3(a), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Lossesas applicable, including the Threshold Amount, and not only provided that in no event shall the aggregate indemnity amount payable by any Indemnifying Party under Article IX, Section 10.2(b) or Section 10.3(a) exceed 50% of the Total Purchase Price (the “Cap Amount”); provided, further, that no Buyer Indemnified Party or Seller Indemnified Party shall make an individual indemnity claim under Section 10.2(b) or Section 10.3(a), with respect to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will a Loss that does not exceed Three Million Fifty Thousand U.S. Dollars ($3,000,00050,000) (the “De Minimis Amount”); provided, however, that in applying the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, De Minimis Amount there shall be aggregated two or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses more claims arising from the breach same occurrence or underlying facts which results in a Breach of any covenant the same representation or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2warranty.

Monetary Limitations. (a) The Buyer shall Seller will have no obligation to indemnify the Seller Buyer Indemnified Persons for any individual claim, or group of related claims resulting from the same fact or circumstance, of less than $25,000 U.S. Dollars (each, a “Deductible Claim”). In addition, the Seller will have no obligation to indemnify the Buyer Indemnified Persons until the total amount which the Buyer Indemnified Persons would otherwise recover under this Section 7 (but for this Section 7.1.2(a)) exceeds on a cumulative basis (excluding any and all Deductible Claims) an amount equal to $300,000 U.S. Dollars (the “Basket”), and thereafter the Seller shall indemnify the Buyer Indemnified Parties from the full amount of all claims from dollar one (excluding any and all Deductible Claims). Subject to Section 7.1.2(b) below, the Seller’s aggregate liability in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) 7 will not exceed Three Million Dollars ($3,000,000); provided, however, that the amount of the Indemnity Letter of Credit. The foregoing monetary limitations in this Section 10.2.2 7.1.2(a) will not apply to Indemnification Claims pursuant to Sections 10.2.1(aclaims under Section 7.1.1(a) as a result of fraud by the Company or the Seller. (b) Notwithstanding the foregoing, (i) the Seller’s aggregate liability in respect of claims for indemnification for Company Retail Business Liabilities under Section 7.1.1(c) above will not exceed $2,000,000 Canadian dollars and (ii) the Seller’s aggregate liability in respect of claims for indemnification due to breaches of, or inaccuracies in, the representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(eSection 4.5(a) (Breach Title) will not exceed the amount of Organizational Documentsthe Fund Commitment Letter; provided, however, that any claims for indemnification as a result of a breach of the representations and warranties in Section 4.5(a) will be paid first from the Indemnity Letter of Credit and then, upon the earlier of the expiration of the Indemnity Letter of Credit or 5.6 (No Brokers). Indemnification Claims the draw down of the entire Indemnity Letter of Credit, pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Fund Commitment Letter.

Monetary Limitations. The Buyer (a) Each Seller’s liability under this Agreement shall have no obligation be limited to indemnify the Seller Indemnified Persons share of the Closing Purchase Price actually received by it. (b) Buyer’s right to indemnification for Claims in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the Sellers’ breach of any covenant or agreement the Business Warranties (other than in respect of Sections 6.8(a) and 6.8(b)) shall be limited to be performed prior to Closing pursuant to Section 10.2.1(bthe Escrow Amount (Claims) deposited on the Escrow Account (Claims), which amount shall constitute Sellers’ aggregate maximum liability under such Business Warranties, and Buyer’s right to indemnification in respect of Sellers’ Business Warranties set out in Sections 6.8(a) and 6.8(b) shall be limited to USD 50,000,000, which amount shall constitute Sellers’ aggregate maximum liability under Sections 6.8(a) and 6.8(b). (c) Buyer has no right to indemnification in respect of Sellers’ breach of the Business Warranties, unless the Loss or the aggregate amount of all the Losses, subject to any limitations under this Section 8.2, exceeds USD 3,000,000. If the aggregate amount of Losses exceeds such threshold, Buyer shall have the right to indemnification for the whole amount of such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, (and not only the amount of Losses exceeding such threshold), subject to the extent such Losses exceed the Threshold Amountother limitations provided in this Section 8. (d) No individual Loss or series of Losses, and the Buyer’s aggregate Liability in each case, in respect of Indemnification Claims Sellers’ breach of the Business Warranties, arising from substantially identical facts or circumstances, the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from amount of which is less than USD 200,000 will be taken into account when establishing the breach amount of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) a Loss in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the Sellers’ breach of any covenant the Business Warranties or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2aggregate amount of such Losses.

Monetary Limitations. (a) The Buyer Sellers Indemnification Obligations shall have be subject to the following limitations: (i) no obligation to indemnify Sellers Indemnification Obligations is triggered and no indemnity shall be payable hereunder if the Seller Indemnified Persons amount due in respect of each event (or series of event having the same nature) giving rise to a liability does not exceed, as de minimis threshold, Euro 100,000.00 (one hundred thousand/00) for each single event; (ii) the Sellers Indemnification Obligations shall be effective only when the cumulative amount of Losses arising from actually indemnifiable by the breach of, or inaccuracy in, any representation or warranty Sellers pursuant to this Agreement (and therefore Losses exceeding the de minimis threshold referred to in Paragraph 11.5(a)(i)) in the aggregate exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceeded, the Sellers shall be liable to pay only the amount exceeding such threshold; and (iii) in no event shall the cumulative amount payable by a Seller by way of indemnification pursuant to this Section 10.2.1(a11 exceed an amount equal to 10% (ten percent) or Losses arising of the portion of the Final Price that such Seller is entitled to receive pursuant to this Agreement. (b) The limitations set forth under Section 11.5(a) shall not apply to the Sellers Indemnification Obligations deriving from the a breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(bthe Sellers Warranties made under Sections 9.2 (Organization, Standing and Capacity), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount9.3 (Title) and 9.5 (Corporate Capital), in which case the Buyer Sellers Indemnification Obligations shall indemnify be determined on a Euro per Euro basis, but in no event it shall exceed for each Seller an amount corresponding to Relevant Percentage of the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Final Price.

Monetary Limitations. The Buyer (a) Notwithstanding any other provision of this Agreement, except with respect to breaches of Fundamental Representations and in cases of fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) the Selling Companies shall not have any obligation to indemnify any Purchaser Indemnified Party for a breach of representation or warranty pursuant to Section 10.1(c) unless and until, and only to the extent that, the aggregate of all such individual Losses incurred or sustained by all Purchaser Indemnified Parties with respect to which the Purchaser Indemnified Parties are entitled to indemnification under Section 10.1(c) exceeds $50,000 (the “Threshold Amount”), whereupon the Selling Companies shall be liable (subject to the following clauses (ii) and (iii)) for all Losses in excess of the Threshold Amount, and (ii) the aggregate liability of the Selling Companies to indemnify the Purchaser Indemnified Parties for Losses under Section 10.1(c) shall in no event exceed the Escrow Amount (the “Cap Amount”). (b) Notwithstanding any other provision of this Agreement, except in cases of fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) the Purchasers shall not have any obligation to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty Parties pursuant to Section 10.2.1(a10.2(c) or Losses arising from unless and until, and only to the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b)extent that, unless the aggregate amount of all such individual Losses incurred or suffered sustained by the Seller Indemnified Persons Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 10.2(c) exceeds the Threshold Amount, in which case whereupon the Buyer Purchasers shall indemnify the Seller Indemnified Persons be liable for all such Losses, including Losses in excess of the Threshold Amount, and not only (ii) the aggregate liability of the Purchasers to indemnify the Seller Indemnified Parties for Losses under Section 10.2(c) shall in no event exceed an amount equal to the extent such Losses exceed the Threshold Cap Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2.

Monetary Limitations. The Buyer shall have no obligation to indemnify (1) No claims for indemnification may be made by the Seller Indemnified Persons in respect of Losses arising from Purchaser or DPS against the breach of, or inaccuracy in, any representation or warranty pursuant to Vendors and/or Don under Section 10.2.1(a6.2(1)(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by Damages for which the Seller Indemnified Persons Purchaser and/or DPS entitled to be indemnified under Section 6.2(1)(a) exceeds the Threshold Amount$250,000, in which case event the Buyer Vendors and Don shall not be required to indemnify the Seller Indemnified Persons Purchaser or DPS for the first $250,000 of Damages but shall only be required to indemnify for the aggregate amount of all Damages in excess of the first $250,000. The agreements set out in Schedule 3.3(3) are excluded from any indemnity by the Vendors or Don contained in Section 6.2(1)(a) or (b) and the Vendors and Don shall have no liability whatsoever under this Agreement for any matter relating to the Agreements referred to in Schedule 3.3(3). (2) No claims for indemnification may be made by the Vendors or Don against the Purchaser or DPS under Section 6.3(a) unless the aggregate accumulated amount of all such LossesDamages for which the Vendors or Don are entitled to be indemnified under Section 6.3(a) exceeds $250,000, including in which event the Threshold Amount, Purchaser and DPS shall not be required to indemnify the Vendors or Don for the first $250,000 of Damages but shall only be required to indemnify for the extent such Losses aggregate amount of all Damages in excess of the first $250,000. (3) The maximum aggregate liability of a Party for Damages under Section 6.2(1)(a) or Section 6.3(a) shall not exceed $1,000,000. No claim for indemnification may be made by the Threshold Amount, and Purchaser or DPS against the Buyer’s aggregate Liability Vendors and/or Don under Section 6.2(1)(a) if the amount of Damages for which the Purchaser or DPS is entitled to be indemnified in respect of Indemnification Claims arising from such claim is less than $15,000. No claim for indemnification may be made by the breach of, Vendors or inaccuracy in, any representation Don against the Purchaser or warranty pursuant DPS under Section 6.3(a) if the amount of Damages for which the Vendors or Don are entitled to be indemnified in respect of such claim is less than $15,000. (4) This Section 10.2 1(a) and Indemnification Claims brought after Closing arising from 6.4 does not apply to liability of the Vendors or Don for Damages in respect of incorrectness in or breach of any covenant or agreement to be performed prior to the Closing pursuant to representation and warranty set out in Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,0003.3(9); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2.

Monetary Limitations. (a) The Buyer shall Former Holders will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 7.1.1(a) or Section 7.1.1(b) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), described therein unless the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds $52,500.00 (the Threshold Amount, in “Deductible”) (at which case point the Former Holders will indemnify the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability solely in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from Losses in excess of the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000Deductible); provided, however, that (i) (x) the foregoing monetary limitations in this Section 10.2.2 Deductible will not apply be applicable to Indemnification Claims claims for indemnification pursuant to Sections 10.2.1(aSection 7.1.1(a) or Section 7.1.1(b) in respect of breaches of, or inaccuracies in, the Fundamental Representations and (y) the Former Holders’ aggregate liability in respect of such claims will not exceed the portion of the Purchase Price actually received by the Former Holders, (ii) the Former Holders’ aggregate liability in respect of claims for indemnification pursuant to Section 7.1.1(a) or Section 7.1.1(b) in respect of breaches of, or inaccuracies in, the Enhanced IP Representations will not exceed twenty percent (20%) of the portion of the Purchase Price actually received by the Former Holders, (iii) the Former Holders’ aggregate liability in respect of claims for indemnification pursuant to Section 7.1.1(a) or Section 7.1.1(b) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 5.1 Article 3 and Article 4 (Organization)other than the Fundamental Representations and the Enhanced IP Representations) shall not exceed the remaining portion of the Escrow Amount, 5.2 if any, and (Power iv) the Former Holders’ aggregate liability in respect of claims for indemnification pursuant to any provision of Section 7.1.1 other than Section 7.1.1(a) and Authorization)Section 7.1.1(b) shall not exceed the portion of the Purchase Price actually received by the Former Holders. Notwithstanding anything express or implied in this Agreement or otherwise, 5.4(e▇▇▇▇▇’s rights and remedies with respect to any and all claims for Fraud are fully preserved. (b) Notwithstanding anything to the contrary in Article 7 or otherwise in this Agreement, the Former Holders shall not be liable under Article 7 or otherwise in this Agreement with respect to (and Buyer shall pay or cause to be paid) (Breach i) any Taxes that were taken into account in the calculation of Organizational Documents(and actually reduced) or 5.6 the Purchase Price, (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(cii) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed Taxes incurred by the Company, Buyer or any of their respective Affiliates as a result of actions outside the ordinary course of business taken after the Closing pursuant to Section 10.2.l(b)on the Closing Date and not contemplated by this Agreement, are not subject to (iii) any Taxes arising as a result of a breach by Buyer or the monetary Company or any of their Affiliates of Article 8 or this Article 7, or (iv) the amount, availability of, or limitations set forth in this Section 10.2.2on any Tax attributes of the Company after the Closing Date.

Monetary Limitations. (i) The Buyer Seller Indemnifying Persons shall not have no any obligation to indemnify the Seller Indemnified Persons in respect of Purchaser for any particular Loss or related Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a10.2(a)(i) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred equals or suffered by exceeds $32,500 (and no such Losses with an aggregate value of less than $32,500 shall be applied against the Deductible). (ii) Except with respect to Fundamental Representations or the representation and warranties contained in Section 2.23, the Seller Indemnified Indemnifying Persons shall not have any obligation to indemnify Purchaser under Section 10.2(a)(i) until the aggregate amount of all Losses for which the Seller Indemnifying Persons would otherwise be obligated to indemnify Purchaser pursuant to Section 10.2(a)(i) exceeds $1,625,000 (the Threshold Amount“Deductible”), in at which case point the Buyer Seller Indemnifying Parties shall indemnify the Seller Indemnified Persons Purchaser for all such LossesLosses in excess of the Deductible. (iii) The Seller Indemnifying Persons’ aggregate liability to Purchaser under Section 10.2(a) (other than any claim for indemnification pursuant to (A) Section 10.2(a)(ii)(B) (other than for any breach of the obligation to indemnify any Indemnified Party pursuant to Section 10.2(a)(i), including Section 10.2(a)(ii)(A) or Section 10.2(a)(iii)), (B) Section 10.2(a)(iv) or (C) Section 10.2(a)(v)) shall not exceed the Threshold AmountIndemnification Escrow Fund. (iv) For purposes of this Article 10, and Losses shall not only include punitive, special or exemplary damages, except to the extent such Losses awarded in a Third-Party Claim. (v) Notwithstanding anything to the contrary set forth herein, Purchaser shall not be entitled to be indemnified pursuant to this Article 10 for (A) any Indebtedness included in the calculation of Actual Indebtedness, (B) any amount included in the calculation of Actual Sellers’ Transaction Expenses or (C) any current liability included in the final calculation of Actual Working Capital. (vi) The maximum liability of any Seller Indemnifying Person under Section 10.2(a) shall not, in any event, exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect amount of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty proceeds actually received by each such Seller Indemnifying Person pursuant to Section 10.2 1(athis Agreement. (vii) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior Notwithstanding anything to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations contrary in this Section 10.2.2 will not apply Agreement, the Seller Indemnifying Persons shall have no obligation under this Agreement to Indemnification Claims pursuant to Sections 10.2.1(a) indemnify Purchaser or any of Purchaser’s Affiliates for any Loss resulting from or arising in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of connection with any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Excluded Matter.

Monetary Limitations. The Buyer shall Sellers will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) in respect of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds Four Hundred Fifty Thousand Dollars (CAD$450,000) (the Threshold “Basket Amount”), in which case the Buyer shall indemnify the Seller Indemnified Persons shall be entitled to indemnification for all such Losses, including Losses in excess of the Threshold Amount, and not only to the extent such Losses exceed the Threshold Basket Amount, and the Buyer’s Sellers’ aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a10.01(a)(ii) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b10.01(a)(v) will not exceed Three Million Dollars an amount equal to twenty percent ($3,000,000)20%) of the Adjusted Purchase Price and each Sellers’ aggregate liability in respect of claims for indemnification pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) will not exceed the lesser of (i) such Seller’s Pro Rata Percentage of the Losses being claimed and (ii) such Seller’s Pro Rata Percentage of an amount equal to twenty percent (20%) of the Adjusted Purchase Price; provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims claims for indemnification pursuant to Sections 10.2.1(aSection 10.01(a)(ii) and Section 10.01(a)(v) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 5.1 Section 3.01 (Organization), 5.2 Section 3.02 (Power and Authorization), 5.4(eSection 3.04(b) (Breach of Organizational Documents), Section 3.05 (Capitalization), Section 3.07(l) or 5.6 (Absence of Certain Developments Related to Taxes), Section 3.08 (Debt), Section 3.23 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d, Section 3.26 (Pre-Closing Transactions), Section 4.01 (Organization), Section 4.02 (Power and Authorization), Section 4.04(b) (Breach of Organizational Documents), Section 4.05 (Title) and Section 4.06 (No Brokers) (or for Losses arising from as such representations and warranties are repeated or confirmed in the breach of any covenant or agreement to be performed by the Buyer after the certificate delivered at Closing pursuant to Section 10.2.l(b7.04(b)) (collectively, the “Seller Fundamental Representations”) and those set forth in Section 3.14 (Tax Matters). Claims for indemnification pursuant to any other provision of Section 10.01(a) are not subject to the monetary limitations set forth in this Section 10.2.210.01(b).

Monetary Limitations. The Buyer shall Spectrum will have no obligation to indemnify the Seller Purchaser Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a14.1.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b)14.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Seller Purchaser Indemnified Persons exceeds [***] (the Threshold Amount, in “Indemnity Basket”) (at which case the Buyer shall point Spectrum will indemnify the Seller Purchaser Indemnified Persons for all such LossesLosses exceeding [***]). Notwithstanding the foregoing, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the BuyerSpectrum’s aggregate Liability liability in respect of Indemnification Claims claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty contained in Sections 7.10, 7.12, 7.14, 7.15 and 7.16 shall not exceed the amount recovered by Spectrum from Bayer under Bayer’s indemnification obligations in the Bayer Agreement. Further, Spectrum’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a14.1.1(a) and Indemnification Claims claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing by Spectrum hereunder pursuant to Section 10.2.1(b) 14.1.1(b), will not exceed Three Million Dollars [***] ($3,000,000such amount, the “Maximum Indemnity Cap”); provided, however, that the foregoing . The monetary limitations contained in this Section 10.2.2 14.1.2 will not apply to Indemnification Claims (1) claims for indemnification pursuant to Sections 10.2.1(aSection 14.1.1(a) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in the following Sections 5.1 of this Agreement: 7.1 (Organization), 5.2 7.2 (Power and Authorization), 5.4(e7.4(e) (Breach of Organizational Documents) or 5.6 ), 7.10 (Assets), 7.14 (Intellectual Property), 7.23 (No Brokers) or 7.26 (Tax Matters). Indemnification Claims , (2) claims for indemnification pursuant to Sections 10.2.1(cArticle 15 (Tax Matters) or 10.2.1(d), (3) claims based upon fraud or intentional misrepresentation. Claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to any other provision of Section 10.2.l(b), 14.1.1 are not subject to the monetary limitations set forth in this Section 10.2.214.1.2.

Monetary Limitations. The Buyer shall Seller will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 8.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant described therein unless (i) with respect to Section 10.2.1(aany claim (or series of related claims) unless such claim (or series of related claims) involves Losses arising from in excess of $5,000 (the breach of any covenant “Threshold”) (it being understood that if Losses under a claim equal or agreement to exceed the Threshold, the Buyer Indemnified Parties shall be performed prior to Closing pursuant to Section 10.2.1(b), unless indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds $4,570,000 (the Threshold Amount, in “Deductible”) (at which case the point Seller will indemnify Buyer shall indemnify the Seller Indemnified Persons for all such LossesLosses in excess of, including but not including, the Deductible) (it being understood that any claims not meeting the Threshold Amount, and shall not only to be counted toward the extent such Losses exceed the Threshold Amount, and the BuyerDeductible). Seller’s aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a8.1(a)(i) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b(iv) will shall not exceed Three Million Dollars $30,000,000 ($3,000,000the “Cap”); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims claims for indemnification pursuant to Sections 10.2.1(aSection 8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 Section 3.1 (Due Organization), 5.2 Section 3.2 (Power Authorization and AuthorizationValidity of Agreement), 5.4(e) Section 3.5 (Breach of Organizational DocumentsCapitalization; Shares; Subsidiaries) or 5.6 Section 3.21 (No Finders; Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d); provided, or further, that claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b)8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.13 (Tax Matters) will be subject to the Cap but will not be subject to the Threshold and the Deductible. Claims for indemnification pursuant to any other provision of Section 8.1(a) are not subject to the monetary limitations set forth in this Section 10.2.28.1(b); provided, however, that in no event will Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 8.1(a) exceed the amount of the Purchase Price.

Monetary Limitations. The Buyer shall (a) Each SPA Seller will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 7.1.1(a) in respect of Losses arising from the a breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a(collectively, “Buyer APA R&W Losses”) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such aggregate amount of all Buyer APA R&W Losses incurred or suffered by plus all Buyer SPA R&W Losses (collectively, “Standard Buyer R&W Losses”) exceeds $50,000 (the Seller “Deductible Amount”) (it being understood and agreed that if Standard Buyer R&W Losses exceeds the Deductible Amount, then the Buyer Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons will be indemnified for all such Losses, including Standard Buyer R&W Losses in excess of the Threshold Amount, and not only to Deductible Amount as set forth herein) (the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000“Indemnity Basket”); provided, however, that the foregoing monetary limitations in this Section 10.2.2 Indemnity Basket will not apply to Indemnification Claims (i) claims for indemnification pursuant to Sections 10.2.1(aSection 7.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 3.1 (Organization), 5.2 3.2 (Power and Authorization), 5.4(e3.4(f) (Breach of Organizational Documents) or 5.6 ), 3.10.1 (Title to Assets), 3.24 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c, 4.1 (Power and Authorization) or 10.2.1(d4.4 (No Brokers) (the “Seller Fundamental Representations”), or (ii) claims based upon intentional criminal conduct or fraud. Claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b7.1.1(a) (other than claims for indemnification in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional or criminal conduct or fraud) will not exceed $2,050,000, with $50,000 payable by the Sellers directly in the manner required pursuant to Section 7.1.1 and the balance payable exclusively from the R&W Insurance Policy. Claims for indemnification pursuant to Section 7.1.1(a) in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional, criminal conduct or fraud and claims for indemnification pursuant to any provision of Section 7.1.1 (other than Section 7.1.1(a), ) are not subject to the monetary limitations set forth in this Section 10.2.27.1.2.

Monetary Limitations. The Buyer (a) Except as provided in clause (b) below, (A) the Manager Sellers shall not have no any obligation to indemnify any Buyer Indemnitee pursuant to Section 9.1(c)(i) unless and until the Seller Indemnified Persons aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(aSections 9.1(b)(ii) or Losses arising from 9.1(c)(i) exceeds Two Hundred Fifty Thousand Dollars (U.S. $250,000) whereupon, subject to clause (B) hereof, the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer Manager Sellers shall indemnify the Seller Indemnified Persons Buyer Indemnities for all the entire aggregate cumulative amount of such Losses, including and (B) subject to Section 9.2(b), the Threshold Amount, assets contained in the Escrow Account shall be the sole source of satisfaction for any claim for indemnification under Section 9.1(c)(i) against any Manager Seller and not only there shall be no further recourse to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims any Manager Seller arising from the breach of, or inaccuracy in, any representation or warranty pursuant to claim for indemnification under Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,0009.1(c)(i); provided, however, that the foregoing monetary limitations aggregate liability of the -------- ------- Manager Sellers to indemnify the Buyer Indemnities for Losses arising from any breach of the representations and warranties made by each Manager Seller in this Sections 3.23 (U.S. Environmental Matters) and 3.24 (Irish Environmental Matters) shall in no event exceed U.S. $2,414,827, and the assets contained in the Escrow Account shall be the sole source of satisfaction for any claim by any Buyer Indemnitee made on or prior to the Distribution Date (as defined in the Escrow Agreement) for indemnification under Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a9.1(c)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth made by each Manager Seller in Sections 5.1 3.23 and 3.24. (b) Notwithstanding the foregoing, no minimum or maximum dollar limitation shall apply to Losses arising from (A) any claim with respect to the representations and warranties contained in Sections 3.1 (Organization), 5.2 3.2 (Power and AuthorizationSubsidiaries), 5.4(e3.5 (Capitalization), 3.14 (Employee Benefit Plans; Pensions), 3.17 (Brokers and Finders) and 3.19 (Taxes), (B) any claim under Section 9.1(a), 9.1(b) (Breach of Organizational Documentssubject to Section 9.2(c)) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c9.1(c)(ii) or 10.2.1(d)(C) any claim resulting from fraud or intentional misrepresentation. (c) Except for any claim resulting from fraud or intentional misrepresentation, or for Losses arising from the breach maximum aggregate obligation of any covenant or agreement to be performed Seller in respect of all Losses incurred by the Buyer after Indemnitees arising from or related to any breach by such Seller of the Closing pursuant to representation and warranty made by such Seller in Section 10.2.l(b)4.2 shall be such Seller's pro rata share of the sum of the Unadjusted Purchase Price plus the amount of the Adjustment, are not subject to the monetary limitations set forth in this Section 10.2.2if any.

Monetary Limitations. The Buyer shall have no obligation to indemnify liability of the Seller Indemnified Persons in relation to a breach of the Seller’s Representations and Warranties and the Specific Indemities shall be limited as follows: 12.3.1 the Seller shall not be liable in respect of Losses arising from the breach of, any Warranty Claim or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), Specific Indemnity Claim unless the aggregate amount of all such Losses incurred the damages to which the Buyer would, but for this subparagraph, be entitled as a result of that Warranty Claim or suffered by the Seller Indemnified Persons any Specific Indemnity Claim exceeds the Threshold AmountEUR 100,000, in which case the Buyer shall indemnify be entitled to claim the full amount of the Loss; 12.3.2 the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and shall not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability be liable in respect of Indemnification any Warranty Claims or any Specific Indemnity Claims, unless the aggregate of all Warranty Claims and Specific Indemnity Claims (other than the claims disregarded as contemplated by Clause 12.3.1 above) exceeds an amount equal to EUR 1,000,000, in which case the Buyer shall be entitled to claim the full amount of the Loss; and 12.3.3 except for warranties set out in Clause 3 (Shares and Undertakings) of Schedule 3 for which the limit shall be the aggregate of the Final Purchase Price and the EPC Payoff Debt, the maximum aggregate liability of the Seller arising out of or in connection with this Agreement shall not exceed 40% of the aggregate of the Final Purchase Price and the EPC Payoff Debt. All claims that originate from the breach of, same facts or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) having the same causes shall be deemed as one Warranty Claim and Indemnification Claims brought after Closing arising from one Specific Indemnity Claim for the breach purpose of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Agreement.

Monetary Limitations. The Buyer shall will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 8.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant described therein unless (i) with respect to Section 10.2.1(aany claim (or series of related claims) unless such claim (or series of related claims) involves Losses arising from in excess of the breach of any covenant Threshold (it being understood that if Losses under a claim equal or agreement to exceed the Threshold, the Seller Indemnified Parties shall be performed prior to Closing pursuant to Section 10.2.1(b), unless indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in Deductible (at which case the point Buyer shall will indemnify the Seller Indemnified Persons for all such LossesLosses in excess of, including but not including, the Deductible) (it being understood that any claims not meeting the Threshold Amount, and shall not only to be counted toward the extent such Losses exceed the Threshold Amount, and the Deductible). Buyer’s aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b8.2(a)(i) will not exceed Three Million Dollars ($3,000,000)the Cap; provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims (a) claims for indemnification pursuant to Sections 10.2.1(aSection 8.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Section 4.1(Due Organization), 5.2 Section 4.2 (Power Authorization and Authorization), 5.4(e) (Breach Validity of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(dAgreement), or Section 4.9 (Finders; Brokers) or (b) claims based upon fraud or intentional misrepresentation. Claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to any other provision of Section 10.2.l(b), 8.2(a) are not subject to the monetary limitations set forth in this Section 10.2.28.2(b); provided, however, that in no event will Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(b) exceed the amount of the Purchase Price.

Monetary Limitations. The Buyer shall Bayer will have no obligation to indemnify the Seller Genzyme Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a13.1.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b)13.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Seller Genzyme Indemnified Persons exceeds $[**] (the Threshold Amount“Indemnity Basket”) [**]. Further, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the BuyerBayer’s aggregate Liability liability in respect of Indemnification Claims claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a13.1.1(a) and Indemnification Claims claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) 13.1.1(b), will not exceed Three Million Dollars [**] (i) [**] or (ii) $3,000,000[**] (such amount, the “Maximum Indemnity Cap”); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply and Genzyme Indemnified Persons shall be limited to Indemnification Claims pursuant to Sections 10.2.1(a) recovering from Bayer in respect of breaches claims for indemnification arising from the breach of, or inaccuracies inaccuracy in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) any representation or 5.6 (No Brokers). Indemnification Claims warranty pursuant to Sections 10.2.1(cSection 13.1.1(a) or 10.2.1(d), or for Losses and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by the Buyer after prior to the Closing pursuant to Section 10.2.l(b13.1.1(b), (x) [**] and (y) [**]. Except as provided in Section 13.1.3, the monetary limitations contained in this Section 13.1.2 will not apply to (1) claims for indemnification pursuant to [**], or (2) claims based upon fraud or intentional misrepresentation. Except as provided in Section 13.1.3, claims for indemnification pursuant to [**] are not subject to the monetary limitations set forth in this Section 10.2.213.1.2. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Monetary Limitations. The Buyer 10.3.1. Except as otherwise provided in this Section 10.3 and in Section 7.7, (i) no Seller shall have no any obligation to indemnify any Buyer Indemnitee pursuant to Sections 10.2.2, 10.2.3, 10.2.4 or 10.2.5 unless and until, and only to the extent that, the aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees with respect to which Buyer Indemnitees are entitled to indemnification under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 exceeds $1,250,000 (the "Threshold Amount"), in which case the Sellers shall only be liable for the amount by which all such Losses exceed the Threshold Amount, (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnitees for Losses under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 shall in no event exceed $20,000,000 (the "Maximum Aggregate Loss"), (iii) each Seller's aggregate indemnification obligation under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 shall be limited to such Seller's Seller's Percentage of the Maximum Aggregate Loss; and (iv) each Seller's aggregate obligation under this Section 10 shall in no event exceed the portion of the Equity Purchase Price received by such Seller. 10.3.2. Except as provided in Section 7.7, (i) the Buyer shall not have any obligation to indemnify any Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty Indemnitee pursuant to Section 10.2.1(a) or Losses arising from 10.1.2 unless and until, and only to the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b)extent that, unless the aggregate amount of all such individual Losses incurred or suffered sustained by the all Seller Indemnified Persons Indemnitees with respect to which Seller Indemnitees are entitled to indemnification under Section 10.1.2 exceeds the Threshold Amount, in which case the Buyer shall indemnify only be liable for the Seller Indemnified Persons for amount by which all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, Amount and (ii) the Buyer’s aggregate Liability liability of the Buyer to indemnify the Seller Indemnitees for Losses under Section 10.1.2 shall in respect no event exceed the Maximum Aggregate Loss. 10.3.3. For purposes of Indemnification Claims arising from the determining whether any breach of, or inaccuracy in, any of a representation or warranty pursuant or any breach of a covenant has occurred with respect to Section 10.2 1(a) a claim for indemnification or for the purposes of measuring Losses, such representations, warranties and Indemnification Claims brought after Closing covenants shall be deemed to have been made without any materiality, Material Adverse Effect or similar qualifications and without any dollar thresholds. 10.3.4. Notwithstanding any other provision of this Agreement, the provisions of Sections 10.3.1 and 10.4 shall not apply to any Losses suffered by the Buyer or any Buyer Indemnitee arising out of any Wage and Hour Dispute for which Losses the Buyer or such Buyer Indemnitee shall be entitled to recovery from the breach first dollar and without limitation as to amount or time. To the extent that any claim raised in a Wage and Hour Dispute relates to any period after the Closing Date, the amount of any covenant Losses payable under this Section 10.3.4 shall be allocated between the Sellers and the Buyer on the basis of the number of days on which the alleged wrongful action or agreement to be performed conduct occurred that took place on or prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, Date and the number of days during which the alleged wrongful action or conduct occurred that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer took place after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Date.

Monetary Limitations. The Buyer shall Seller will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Sections 6.1.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds the Threshold Amount, in $20,000 (at which case the point Seller will indemnify Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including Losses (the Threshold Amount“Indemnity Deductible”), and not only to the extent such Losses exceed the Threshold Amount, and the BuyerSeller’s aggregate Liability liability in respect of Indemnification Claims claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(bSections 6.1.1(a) will not exceed Three Million Dollars $500,000 ($3,000,000the “Indemnity Cap”); , provided, however, that (X) the foregoing monetary limitations in this Section 10.2.2 Indemnity Cap will not apply to Indemnification Claims (i) claims for indemnification pursuant to Sections 10.2.1(a6.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 3.1 (Organization), 5.2 3.2 (Power and Authorization), 5.4(e3.4(e) (Breach of Organizational Documents), 3.8(f) and 3.14 (Tax Matters), 3.16 (Environmental Matters), 3.24 (No Brokers) with respect to which Seller’s aggregate liability in respect of claims for indemnification arising from the breach of, or 5.6 inaccuracy in, any representation or warranty pursuant to Sections 6.1.1(a) will not exceed the aggregate Purchase Price actually received by Seller, or (ii) claims based upon fraud or intentional misrepresentation and (Y) the Indemnity Deductible shall not apply to (i) claims for indemnification pursuant to Sections 6.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(e) (Breach of Organizational Documents), 3.8(f) and 3.14 (Tax Matters), 3.24 (No Brokers), or (ii) claims based upon fraud or intentional misrepresentation. Indemnification Claims for indemnification pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach any other provision of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), 6.1.1 are not subject to the monetary limitations set forth in this Section 10.2.26.1.2.

Monetary Limitations. The Buyer shall have no obligation to indemnify the Seller (a) An Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, Party will not assert any representation or warranty pursuant to claim for indemnification under Section 10.2.1(a7.1(a)(i) or Section 7.1(b)(i) until (i) the aggregate of all Losses arising from the breach suffered or incurred in connection with such claim or series of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(brelated claims exceeds thirty five thousand dollars ($35,000) ("Small Basket"), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amountsubject to subsection (ii) below, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amountfirst dollar thereof shall be subject to indemnification if such threshold is exceeded) and (ii) the aggregate of all Losses that the Indemnified Party may claim against the Indemnifying Party under Section 7.1(a)(i) or Section 7.1(b)(i), as applicable, exceed $2,300,000 (it being understood that in the event such threshold is exceeded, all such Losses, including the first dollar thereof shall be subject to indemnification) (the "Large Basket"). The maximum aggregate liability of the Sellers for all claims by the Buyers Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $50,000,000 (the "Cap") and not only the maximum aggregate liability of the Buyers and Guarantor for all claims by the Sellers Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the extent such Losses exceed Cap. (b) Any and all dollar amounts payable by the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior Sellers as an Indemnifying Party to the Closing pursuant to Buyers as an Indemnified Party in connection with a claim for Losses under Section 10.2.1(b7.1(a) will not exceed Three Million Dollars be paid in cash by the Sellers in accordance with payment instructions provided by the Buyers. Any and all dollar amounts payable by the Buyers or the Guarantor as an Indemnifying Party to the Sellers as an Indemnified Party in connection with a claim for Losses under Section 7.1(b) will be paid in cash in accordance with payment instructions provided by the Sellers. ($3,000,000); providedc) Notwithstanding the foregoing, however, that the foregoing monetary limitations in this Section 10.2.2 will Small Basket and Large Basket shall not apply to Indemnification Claims pursuant (i) claims related to Sections 10.2.1(a) in respect breaches of breaches of, or inaccuracies in, in the representations and warranties set forth in Sections 5.1 Section 3.1 (OrganizationOrganization and Qualification of Seller), 5.2 Section 3.2 (Power and AuthorizationAuthorization of Transaction), 5.4(e) Section 3.5 (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d, Section 3.17 (Taxes), Section 4.1 (Organization and Qualification of Buyer), Section 4.2 (Authorization of Transaction), or Section 4.5 (Brokers' Fees); (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.1(a)(i) and 7.1(b)(i); provided however, that the aggregate liability with respect to Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further that nothing herein shall be deemed to limit an Indemnified Party's ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or other monetary relief available for such claim. Any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses arising from the breach under any provision of any covenant Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or agreement to be performed set off by such Indemnifying Party in accordance with payment instructions provided by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject Indemnified Party. (d) Notwithstanding anything to the monetary limitations set forth contrary contained in this Section 10.2.27.3, an Indemnified Party will not assert any claim for indemnification under Section 7.1(a)(i) pursuant to a breach of Section 3.13(j)(i) - (ii) until the aggregate of all Losses suffered on incurred in connection with such claim or a series of related claims exceeds thirty five thousand dollars ($35,000) (it being understood that in the event such threshold is exceeded, all such Losses, including the first dollar thereof shall be subject to indemnification) and such amounts shall not be applied to the Small Basket and Large Basket.

Monetary Limitations. The Buyer shall (a) If the Closing occurs, Seller will have no obligation liability (for indemnification or otherwise) with respect to indemnify the Seller Indemnified Persons matters described in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to this Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b10.5(a), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amountor, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, relating to any failure to perform or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed comply prior to the Closing pursuant Date, clause (b) of Section 10.2, or, subject to the last sentence of this Section 10.2.1(b) will 10.5(a), indemnification claims made under Section 10.7 unless the total of all Damages with respect to such matters is at least $750,000, at which time the Seller shall be liable for all Damages in excess of $250,000 (the “Basket”). The maximum aggregate liability of the Seller as a result of all Damages described in Section 10.2 and in Section 10.7 shall not exceed Three Million Dollars $11,400,000.00 ($3,000,000the “Cap Amount”); provided, however, that the foregoing monetary limitations in this Section 10.2.2 . The Basket will not apply to Indemnification Claims pursuant any Breach of any of Seller’s representations and warranties set forth in Section 2.15 or to Sections 10.2.1(aany Damages arising out of the failure of the Company to pay Income Taxes for taxable periods (or portions thereof) in respect ending on or before the Closing Date and neither the Basket nor the Cap Amount will apply to any Breach of breaches of, or inaccuracies in, any of Seller’s representations and warranties set forth in Sections 5.1 2.1, 2.2, or 2.26 such that Buyer shall be entitled to recover the full amount of such Damages, which shall not exceed the aggregate consideration that the Seller received hereunder. (Organization)b) If the Closing occurs, 5.2 (Power and Authorization), 5.4(e) (Seller’s liability for any Damages with respect to any Breach of Organizational DocumentsSeller’s representations and warranties set forth in Section 2.15 shall be as follows, with the remaining liability to be assumed and paid by Buyer: (i) with respect to the first $1,000,000.00 of Damages, liability for fifty percent (50%) of such Damages; (ii) with respect to up to the next $4,000,000.00 of Damages, liability for eighty percent (80%) of such Damages; and (iii) with respect to up to the next $6,400,000.00 of Damages, liability for one hundred percent (100%) of such Damages. For the avoidance of doubt, liability for all such damages shall be cumulative and subject, together with any other claims under Section 10.2, to the Cap Amount. (c) [Intentionally omitted.] (d) If the Closing occurs, in no event shall the total Liability of Seller or 5.6 Buyer with respect to claims under this Section 10 exceed the Purchase Price. (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(ce) or 10.2.1(d), or for Losses arising from the breach The amount of any covenant Damages shall be reduced or agreement reimbursed, as the case may be, by any amount received by the Indemnified Person with respect thereto under any insurance coverage or from any other party. An Indemnified Person shall use reasonable efforts to collect any amounts available under such insurance coverage or from such other party. If an Indemnified Person receives an amount under insurance coverage or from a third party with respect to Damages at any time subsequent to any indemnification provided by an Indemnifying Party, then such Indemnified Person shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount received by the Indemnified Person. (f) Any indemnification payments required to be performed made hereunder with respect to any matter shall be reduced by the amount of any economic benefits (including, income tax benefits) that are readily quantifiable and have been received by the Indemnified Person as a result of the same matter. (g) To the extent Seller discharges any claim for indemnification hereunder, it shall be subrogated to all related rights of the Buyer after Indemnified Parties against third parties. (h) The Buyer Indemnified Parties shall not be entitled to indemnification with respect to any matters or amounts which are the subject of a Closing Working Capital adjustment pursuant to Section 10.2.l(b1.5. (i) The Basket shall be increased dollar for dollar by any refund or recovery actually received (net of Tax costs associated with such refund or recovery) by the Company after Closing in connection with (1) the matter described on Schedule 10.5(i) with respect to the DMERC Audit and (2) the Company’s amended Sales and Use Tax Returns for the State of California, which is described on Schedule 2.10(b). (j) From and after the Closing, are not the indemnification provided in this Section 10 shall be the sole and exclusive remedy of any Party hereto with respect to this Agreement and the Contemplated Transactions, except with respect to the Noncompetition Agreement. Notwithstanding any provision of this Agreement to the contrary, nothing contained in this Agreement shall in any way limit, impair, modify or otherwise affect the rights of Buyer to bring any claim, demand, suit or cause of action otherwise available to Buyer based upon, or to seek or recover any Damages arising from or related to, an allegation or allegations that an indemnifying party had an intent to defraud (as such term applies under common law and securities law principles) or made a willful, intentional or reckless misrepresentation or omission of a material fact in connection with this Agreement or any of the agreements contemplated hereby. (k) To the extent that a Breach of a representation or warranty contained in Section 2 arises out of a review being conducted by the State of Virginia first described in Item 2 to Schedule 2.9, then any Damages arising from such Breach shall first be applied toward the Basket and then any excess Damages arising from such Breach shall be funded eighty percent (80%) by Seller and twenty percent (20%) by Buyer; provided, that Seller’s total liability for Damages under this Section 10.5(k) shall be cumulative and subject to the monetary limitations set forth in this Section 10.2.2Cap Amount along with other Damages subject to the Cap Amount.

Monetary Limitations. The (i) Subject to the provisions of this ARTICLE XI, all Losses imposed upon or incurred by the Buyer Indemnified Parties for claims made pursuant to Section 11.2(a)(vii) shall have no obligation be satisfied and paid in cash in immediately available funds directly by the Family Trust Seller, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, on a joint and several basis, which shall not exceed $35,000,000 in the aggregate. Notwithstanding anything to the contrary, Losses arising from or related to claims made pursuant to Section 11.2(a)(vii) shall not be recoverable from the Indemnity Escrow Fund. (ii) Subject to the provisions of this ARTICLE XI, all Losses imposed upon or incurred by the Buyer Indemnified Parties for claims made pursuant to Section 11.2(a) (other than pursuant to Section 11.2(a)(vii)) shall be satisfied solely and exclusively from the then remaining Indemnity Escrow Fund. Seller Indemnifying Parties’ maximum liability to indemnify the Seller Buyer Indemnified Persons Parties under this Agreement shall be limited to the Indemnity Escrow Amount (except as provided in respect Section 11.2(b)(i)). (iii) Subject to the provisions of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amountthis ARTICLE XI, and not only except with respect to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) claims for indemnification in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections Section 3.1 (Authority), Section 3.2 (Noncontravention), Section 3.3 (Title to Shares), Section 5.1 (Organization, Capitalization of the Acquired Companies; Authority), 5.2 clauses (Power a) and Authorization(b) of Section 5.4 (Noncontravention), 5.4(eSection 5.18 (Taxes), Section 5.21(a), Section 5.21(b) and Section 5.21(c) (Breach Environmental Matters), and Section 5.22 (Brokers) (the “Fundamental Representations”), Seller Indemnifying Parties shall not be required to indemnify the Buyer Indemnified Parties in respect of Organizational DocumentsSection 11.2(a)(i) or 5.6 unless the aggregate amount of all such Losses for which the Buyer Indemnified Parties are otherwise entitled to indemnification thereunder exceeds $2,112,500 (No Brokersthe “Deductible” and the Buyer Claims to which the Deductible applies, the “Deductible Buyer Claims”). Indemnification Claims Subject to the other provisions of this ARTICLE XI, once the aggregate amount of such Losses for which the Buyer Indemnified Parties are otherwise entitled to indemnification pursuant to Sections 10.2.1(c) or 10.2.1(dsuch Deductible Buyer Claims exceeds the Deductible, then the Buyer Indemnified Parties shall be entitled to recover all such Losses in excess of the Deductible up to the Indemnity Escrow Funds. With respect to the matters described in Section 11.2(a)(i), or Seller Indemnifying Parties will not be liable for Losses arising from with respect to an individual matter or series of related matters for which a claim may be made under Section 11.2(a)(i) (other than the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(bFundamental Representations), are unless the aggregate amount of Losses for such matter or series of matters exceeds $50,000 (the “Per Claim Basket”) and such Losses with respect to such claims or series of related claims shall not subject to be applied towards the monetary limitations set forth satisfaction of the Deductible unless such Losses exceed the Per Claim Basket, in this Section 10.2.2which case the full amount of such Losses shall be applied towards the Deductible.

Monetary Limitations. The Buyer (a) An Indemnified Party will not assert any claim for indemnification under Section 9.1(a)(i) or Section 9.1(b)(i) until such time as the aggregate of all Losses that the Indemnified Party may claim against the Indemnifying Party under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, exceed $100,000 (at which point the Indemnified Party will indemnify the Indemnified Party for all such Losses) (the “Basket”). Subject to Section 9.3(c), (i) the maximum aggregate liability of the Seller for all claims by the Purchaser Indemnified Persons under Section 9.1(a)(i) for Losses shall have no obligation be limited to indemnify ten percent (10%) of the Revised Net Book Value (the “Cap”) and (ii) the maximum aggregate liability of the Purchaser and the Purchaser Parent for all claims by the Seller Indemnified Persons under Section 9.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Purchaser or the Purchaser Parent as an Indemnified Party in connection with a claim for Losses under Section 9.1(a) will be paid in cash by the Seller in accordance with payment instructions provided by the Purchaser or the Purchaser Parent, as applicable. Any and all dollar amounts payable by the Purchaser or the Purchaser Parent as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 9.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in Section 9.3(a) shall not apply to (i) claims for Taxes of the Seller and its Affiliates or Taxes with respect to the Acquired Assets or the Business that are attributable to any Pre-Closing Date Tax Period; or (ii) claims for indemnification pursuant to the provisions of clauses (ii) through (ix) of Section 9.1(a) or clauses (ii) through (vii) of Section 9.1(b); or (iii) claims for indemnification pursuant to Section 9.1(a)(i) which pertain to the matters described in Section 9.2(b); provided however, that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses arising from out of claims for indemnification pursuant to any provision of this Article IX (other than Section 9.1(a)(iii) (Fraud or Intentional Misrepresentation by the Seller) or Section 9.1(b)(iii) (Fraud or Intentional Misrepresentation by the Purchaser or the Purchaser Parent) shall not exceed the Purchase Price; provided further that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses incurred or suffered by the Purchaser Indemnified Persons or any of them pursuant to Section 9.1(a)(i) for any breach of, or inaccuracy in, the representations and warranties of the Seller set forth in Section 3.9(a) (Title to Acquired Assets) shall not exceed, with respect to the item of Personal Property with respect to which indemnification is sought, an amount equal to the portion of the Purchase Price allocated to such item of Personal Property as set forth in Schedule 9.3(c) to this Agreement (as may be revised to reflect any representation or warranty adjustments necessary as a result of any adjustment to the Purchase Price referenced in Section 2.4); provided further, that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses arising out of claims for indemnification pursuant to Section 10.2.1(a9.1(a)(viii) or Losses arising from shall be limited to ten percent (10%) of the breach Revised Net Book Value (for the avoidance of any covenant or agreement to doubt, such ten percent (10%) limitation shall be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amountseparate and independent from, and not only to subject to, the extent such Losses exceed the Threshold Amount, Cap and the Buyer’s aggregate Liability Basket described in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,0009.3(a)); providedand provided further that nothing herein shall be deemed to limit an Indemnified Party’s ability, howevernotwithstanding Section 10.15, that to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the foregoing monetary limitations in this relief available for such claim under Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a9.1(a)(iii) or Section 9.1(b)(iii) in respect a court of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2competent jurisdiction.

Monetary Limitations. (i) The Buyer shall Sellers will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 9.01(a)(i) and Section 9.01(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant described therein unless and until (A) the Losses incurred with respect to Section 10.2.1(athe matter giving rise to such breach or inaccuracy exceed $25,000, and then, in such case, subject to clause (B) or below, the entire amount of such Losses shall be recoverable (provided, that any Losses arising from any potential indemnification claims that arise out of the same or a series of related occurrences, events or circumstances will be aggregated and treated as an individual breach or inaccuracy for purposes of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(bthis clause (A)), unless and (B) the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds $1,000,000 (at which point the Threshold Amount, in which case Sellers will indemnify the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including such initial $1,000,000); provided, that the Threshold Amountforegoing limitations shall not apply to (x) any breaches of, or inaccuracies in, any of the False Claims Representations or Specified Representations (referenced below) or Section 3.14 (Tax Matters), (y) any Losses arising from a ZPIC Audit or a RAC Audit, (other than amounts in the aggregate with respect to ZPIC Audits or RAC Audits which are reserved against on the face of the Unaudited Financials, or which are reserved against on the face of the Final Closing Balance Sheet to the extent such reserves are made in accordance with the Accounting Principles and not only based on facts or circumstances that arise after the date of this Agreement) to the extent such ZPIC Audit or RAC Audit relates to the operations of the Acquired Companies for the period prior to the Closing or (z) any Losses arising under Code Section 4980D or 4980H to the extent such Losses exceed relate to the Threshold Amount, and operations of the Buyer’s Acquired Companies for the period prior to the Closing. (ii) The Sellers’ aggregate Liability liability for Losses in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a9.01(a)(i) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a9.01(a)(iii) in respect of breaches of, or inaccuracies in, any of the representations and warranties set forth in: (A) Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 5.1 3.17 and 3.22 arise out of the Federal False Claims Act or the Federal False Claims Law) (collectively, the “False Claims Act Representations”), will not be subject to any limitation set forth in this Section 9.01(b); provided, however, that the maximum liability of each Seller other than Capitol Partners I, Capitol Partners II, and Capitol Partners III for Losses in respect of the foregoing shall be the Pro Rata Percentage of the Cash Merger Consideration received by such Seller (provided that Capitol Partners I, Capitol Partners II, and Capitol Partners III shall be responsible for such Losses that otherwise would have been borne by such Sellers but for the application of this proviso); (B) Section 3.01 (Organization), 5.2 Section 3.02 (Power and Authorization), 5.4(eSection 3.04(b)(iii) (Breach Noncontravention), Section 3.05 (Capitalization), Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of Organizational Documents) the Federal Anti-Kickback Statute, the Federal Civil Monetary Penalties Law or 5.6 the ▇▇▇▇▇ Law), Section 3.15 (Employee Benefit Plans), Section 3.23 (No Brokers). Indemnification Claims pursuant , Section 4.01 (Power and Authorization; Enforceability), Section 4.04 (Title), Section 4.05 (No Brokers) and Section 4.06 (Organization) (collectively, the “Specified Representations”), will not exceed an amount equal to $170,000,000; and (C) 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 10.2.1(c3.17 and 3.22 arise out of (i) or 10.2.1(dthird party payor requirements, including Government Program payor requirements, (ii) Healthcare Laws other than those Healthcare Laws referenced in Section 9.01(b)(ii)(A) and (B), or (iii) claims for or actual monies recouped by any third party payor, including Government Program payors, for services provided by any of the Acquired Companies prior to the Closing) (collectively, the “General Healthcare Representations”), will not exceed $8,500,000. (iii) The Sellers’ aggregate liability for Losses arising from the breach in respect of claims for indemnification (A) in respect of any covenant breaches of, or agreement to be performed by inaccuracies in, any of the Buyer after the Closing representations and warranties as set forth in Section 9.01(a)(i) and Section 9.01(a)(iii) other than those representations and warranties referenced in clauses (A) through (C) of Section 9.01(b)(ii) and (B) pursuant to Section 10.2.l(b9.01(a)(viii), solely in respect of items 3, 4 and 5 on Schedule 9.01(a)(viii), will not exceed $4,250,000. (iv) Claims for indemnification pursuant to any other provision of Section 9.01(a) are not subject to the monetary limitations set forth in this Section 10.2.29.01(b).

Monetary Limitations. The Buyer Notwithstanding anything to the contrary set forth in this Agreement, Purchaser’s right to indemnification for all Claims under this Agreement shall have no obligation be limited to indemnify the Seller Indemnified Persons Escrow Payment, i.e. EUR nineteen million (19,000,000), which constitutes Sellers’ maximum aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers of the Warranties set forth in respect Section 7.1 (Ownership of Losses arising from Shares and Authority of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) or for any Claims due to fraud or wilful misconduct by Sellers. Sellers’ and, after twelve (12) months after the breach ofClosing Date, or inaccuracy inthe Warrantors’ maximum liability for Warranties set forth in Section 7.9 (Taxes), any representation or warranty Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 10.2.1(a9.3 shall be limited to fifty percent of the Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and agreed that the Directors shall not have any obligation to supplement the Escrow Payment, if e.g. the market price of the Purchaser Common Stock being held on Escrow Account decreases, but such risk shall be assumed by Purchaser. Further, should the entire Escrow Payment made by the Directors not be sufficient, as a result of decreased value of the Purchaser Common Stock, to cover the Directors’ full pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Purchase Price shall be made due to a breach of this Agreement, unless the total amount of the Claims, which Purchaser may make in this respect under this Agreement, amounts to or exceeds EUR five hundred thousand (500,000). If such Claims amount to EUR five hundred thousand (500,000) in the aggregate, the reduction shall be made for the amount exceeding such threshold. No individual Claim, or Losses series of Claims arising from the breach of any covenant substantially identical facts or agreement to circumstances, which is less than EUR fifty thousand (50,000) shall be performed prior to Closing pursuant to Section 10.2.1(b), unless taken into account when calculating the aggregate amount of all such Losses incurred or suffered by the Seller Indemnified Persons exceeds the Threshold Amount, in which case the Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing Claims. The aforesaid monetary limitations in this Section 10.2.2 will shall not apply to Indemnification any Claims pursuant due to Sections 10.2.1(a) in respect breach by Sellers of breaches of, or inaccuracies in, representations and warranties the Warranties set forth in Sections 5.1 Section 7.1 (Organization), 5.2 Ownership of Shares and Authority of Sellers) and Section 7.2 (Power and Authorization), 5.4(e) (Breach of Organizational DocumentsExistence) or 5.6 (No Brokers). Indemnification for Claims pursuant due to Sections 10.2.1(c) fraud or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed wilful misconduct by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2Sellers.

Monetary Limitations. The Buyer shall (a) Each Seller will have no obligation to indemnify the Seller Buyer Indemnified Persons pursuant to Section 7.1.1(a) in respect of Losses arising from the a breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by plus the Seller Indemnified Persons aggregate amount of all Buyer APA R&W Losses (collectively, “Standard Buyer R&W Losses”) exceeds USD $50,000 (the Threshold “Deductible Amount, in which case the ”) (it being understood and agreed that if Standard Buyer shall indemnify the Seller Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such R&W Losses exceed the Threshold Deductible Amount, and then the Buyer’s aggregate Liability Buyer Indemnified Persons will be indemnified for all Standard Buyer R&W Losses in respect excess of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(aDeductible Amount as set forth herein) and Indemnification Claims brought after Closing arising from (the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000“Indemnity Basket”); provided, however, that the foregoing monetary limitations in this Section 10.2.2 Indemnity Basket will not apply to Indemnification Claims (i) claims for indemnification pursuant to Sections 10.2.1(aSection 7.1.1(a) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 5.1 3.1 (Organization), 5.2 3.2 (Power and Authorization), 5.4(e3.4(f) (Breach of Organizational Documents) or 5.6 ), 3.8 (Absence of Undisclosed Liabilities), 3.11.1 (Title to Assets), 3.15 (Tax Matters), 3.16 (Employee Benefit Plans), 3.21.3 (Employees), 3.27 (No Brokers). Indemnification Claims pursuant , 4.1 (Title to Sections 10.2.1(c) or 10.2.1(dShares), 4.2 (Absence of Assets), 4.3 (Absence of Liabilities), or 4.4 (No Outstanding Obligations) of this Agreement (collectively, “Seller Fundamental Representations”) or (ii) claims based upon intentional or criminal conduct or fraud. Claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b7.1.1(a) (other than claims for indemnification in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional or criminal conduct or fraud) will not exceed USD $2,050,000, with USD $50,000 payable by the Sellers directly in the manner required pursuant to Section 7.7.1 and the balance payable exclusively from the R&W Insurance Policy. Claims for indemnification pursuant to Section 7.1.1(a) in respect of breaches of, or inaccuracies in, Fundamental Representations or claims based upon intentional, criminal conduct or fraud and claims for indemnification pursuant to any provision of Sections 7.1.1(b), 7.1.1(c) and 7.1.1(d) are not subject to the monetary limitations set forth in this Section 10.2.27.1.2.