Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Neither any Seller nor any Principal will have any obligation to indemnify 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, warranty or statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 (at which point the Sellers and the Principals will indemnify the Buyer Indemnified Persons for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VII). The Sellers’ and the Principals’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million. The limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to any provision of Section 7.01(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 7.01(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. Neither any Seller nor any Principal Spectrum will have any no obligation to indemnify Buyer the Purchaser 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 or warranty pursuant to Section 14.1.1(a) or statement described therein (or arising in respect breach of any Specified Liabilitycovenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Purchaser Indemnified Persons exceeds $500,000 [***] (the “Indemnity Basket”) (at which point the Sellers and the Principals Spectrum will indemnify the Buyer Purchaser Indemnified Persons for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VIIexceeding [***]). The Sellers’ Notwithstanding the foregoing, Spectrum’s liability in respect of 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 Principals’ amount recovered by Spectrum from Bayer under Bayer’s indemnification obligations in the Bayer Agreement. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 65 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 7.01(a)(ii14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Spectrum hereunder pursuant to Section 14.1.1(b), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million[***] (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in the immediately preceding two sentences this Section 14.1.2 will not apply to (a1) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii14.1.1(a) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation the representations and warranties set forth in the following Sections of this Agreement: 7.1 (Organization), 7.2 (Power and Authorization), 7.4(e) (Breach of Organizational Documents), 7.10 (Assets), 7.14 (Intellectual Property), 7.23 (No Brokers) or 7.26 (bTax Matters), (2) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to Article 15 (Tax Matters) or (3) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) 14.1.1 are not subject to the monetary limitations set forth in this Section 7.01(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)14.1.2.

Monetary Limitations. Neither any Seller nor any Principal The Sellers will have any no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(vSections 10.1.1(a) and 10.1.1(c) in respect of Losses arising from the breach of, or inaccuracy in, any representationrepresentation or warranty described therein, warranty or statement described therein (or arising pursuant to Section 10.1.1(e) in respect of any Specified Liability) Losses resulting therefrom, unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds two hundred ninety-four thousand dollars ($500,000 294,000) (at the "Threshold Amount"), in which point case the Sellers and the Principals will indemnify the Buyer Indemnified Persons only for all the amount by which such Losses in excess of such amount in accordance with exceed the other provisions of this ARTICLE VII). The Sellers’ Threshold Amount, and the Principals’ Sellers' aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(iiSections 10.1.1(a), Section 7.01(b)(ii), or Section 7.01(b)(v10.1.1(c) and 10.1.1(e) will not exceed twenty-four million dollars ($10 million. The limitations 24,000,000) for all Sellers in the immediately preceding two sentences aggregate or for any individual Seller the amount as set forth next to such Seller's name on Schedule 10.1.2; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(iiSections 10.1.1(a) or Section 7.01(b)(iiand 10.1.1(c) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation representations and warranties set forth in Sections 3.1.1 (Organization), 3.2 (Power and Authorization), 3.4(e) (Breach of Organizational Documents), 3.5 (Capitalization), 3.17 (Tax Matters), 3.30 (No Brokers), 4.1 (Power and Authorization), 4.3(c) (Noncontravention), 4.4 (Title) or 4.5 (No Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IVmisrepresentation. Subject to the immediately following sentence, claims Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) 10.1.1 are not subject to the monetary limitations set forth in this Section 7.01(c)10.1.2. Notwithstanding anything to the contrary set forth herein, with respect to Losses arising from the breach of, or inaccuracy in this Agreementthe representation and warranty set forth in Section 3.13.4 (Real Property Leases), (x) in no event shall the Sellers' aggregate liability in respect of claims for indemnification pursuant to Section 10.1.1(a) will not exceed two hundred fifty thousand dollars ($250,000) for Losses resulting from the condition or use of the Principals and premises located at 12910 SW 89th Court, Miami, FL 33176; provided that such $000,000 xxxxxxxxxx xxxxx xxx xxxxx xo Losses resulting from moving or replacing the Sellers under this ARTICLE VII and Section 8.01 exceed leased Facility to an equivalent Facility if all or any portion of the Overall Indemnity Cap and (y) in no event shall the aggregate liability Business is required to be relocated as a result of any Principal under Section 7.01 and Section 8.01 (when combined, without duplication with his Pro Rata Percentage breach of the Sellers’ liability under Real Property Lease for 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)Facility.

Monetary Limitations. Neither any Seller nor any Principal The Sellers will have any no obligation to indemnify Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), 10.01(a)(ii) and Section 7.01(b)(ii), or Section 7.01(b)(v10.01(a)(v) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 Four Hundred Fifty Thousand Dollars (at CAD$450,000) (the “Basket Amount”), in which point the Sellers and the Principals will indemnify case the Buyer Indemnified Persons shall be entitled to indemnification for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VII). The Sellers’ Basket Amount, and the PrincipalsSellers’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), 10.01(a)(ii) and Section 7.01(b)(ii), or Section 7.01(b)(v10.01(a)(v) will not exceed $10 million. The limitations an amount equal to twenty percent (20%) of the Adjusted Purchase Price and each Sellers’ aggregate liability in the immediately preceding two sentences will not apply to (a) respect of claims for indemnification pursuant to Section 7.01(a)(ii10.01(a)(ii) or and Section 7.01(b)(ii10.01(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, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) in respect of breaches of, or inaccuracies in, any the representations and warranties set forth in Section 3.01 (Organization), Section 3.02 (Power and Authorization), Section 3.04(b) (Breach of Organizational Documents), Section 3.05 (Capitalization), Section 3.07(l) (Absence of Certain Developments Related to Taxes), Section 3.08 (Debt), Section 3.23 (No Brokers), 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 as such representations and warranties are repeated or confirmed in the certificate delivered at Closing pursuant to Section 7.04(b)) (collectively, the “Seller Fundamental Representation or Representations”) and those set forth in Section 3.14 (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IVTax Matters). Subject to the immediately following sentence, claims Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)10.01(a) are not subject to the monetary limitations set forth in this Section 7.01(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(c10.01(b).

Monetary Limitations. Neither any Seller nor any Principal (i) The Sellers will have any no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), 9.01(a)(i) and Section 7.01(b)(ii), or Section 7.01(b)(v9.01(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein (or arising in respect of any Specified Liability) unless and until (A) the Losses incurred with respect to the matter giving rise to such breach or inaccuracy exceed $25,000, and then, in such case, subject to clause (B) 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 this clause (A)), and (B) the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 1,000,000 (at which point the Sellers and the Principals will indemnify the Buyer Indemnified Persons for all such Losses in excess of Losses, including such amount in accordance with initial $1,000,000); provided, that the other provisions of this ARTICLE VII). The Sellers’ and the Principals’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million. The foregoing limitations in the immediately preceding two sentences will shall not apply to (ax) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of any breaches of, or inaccuracies in, any Seller Fundamental Representation of the False Claims Representations or Specified Representations (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to any provision of Section 7.01(areferenced below) or Section 7.01(b3.14 (Tax Matters), (y) any Losses arising from a ZPIC Audit or a RAC Audit, (other than Section 7.01(a)(ii)amounts in the aggregate with respect to ZPIC Audits or RAC Audits which are reserved against on the face of the Unaudited Financials, Section 7.01(b)(ii), and Section 7.01(b)(v)) or which are not subject reserved against on the face of the Final Closing Balance Sheet to the monetary limitations set forth in this Section 7.01(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 extent 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 reserves are made in accordance with the Escrow Agreement shall be applied against Accounting Principles and based on facts or circumstances that arise after the $10 million limit described in the second sentence 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 7.01(c)4980D or 4980H to the extent such Losses relate to the operations of the Acquired Companies for the period prior to the Closing.

Monetary Limitations. Neither any Seller nor any Principal Buyer will have any no obligation to indemnify Buyer Seller Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v8.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein unless (i) with respect to any claim (or arising in respect series of any Specified Liabilityrelated claims) unless such claim (or series of related claims) involves Losses in excess of the Threshold (it being understood that if Losses under a claim equal or exceed the Threshold, the Seller Indemnified Parties shall be indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by the Buyer Seller Indemnified Persons exceeds $500,000 the Deductible (at which point the Sellers and the Principals Buyer will indemnify the Buyer Seller Indemnified Persons for all such Losses in excess of such amount in accordance with of, but not including, the other provisions of this ARTICLE VIIDeductible) (it being understood that any claims not meeting the Threshold shall not be counted toward the Deductible). The Sellers’ and the Principals’ Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v8.2(a)(i) will not exceed $10 million. The the Cap; provided, however, that the foregoing limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii8.2(a)(i) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation representations and warranties set forth in Section 4.1(Due Organization), Section 4.2 (Authorization and Validity of Agreement), or Section 4.9 (Finders; Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IVmisrepresentation. Subject to the immediately following sentence, claims Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)8.2(a) are not subject to the monetary limitations set forth in this Section 7.01(c8.2(b). Notwithstanding anything to the contrary in this Agreement; provided, (x) however, that in no event shall the will Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 8.2(b) exceed the amount 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)Purchase Price.

Monetary Limitations. Neither Notwithstanding any other provision of this Agreement, (i) no Seller nor any Principal will shall have any obligation to indemnify any Buyer Indemnified Persons Indemnitee pursuant to Section 7.01(a)(ii10.2.6 (other than with respect to breaches or inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.7(a), Section 7.01(b)(ii)5.14, or Section 7.01(b)(v) in respect of Losses arising from the breach of5.17, or inaccuracy in, any representation, warranty or statement described therein (or arising in respect of any Specified Liability5.18 and 5.30) unless and until until, and only to the extent that, the aggregate amount of all such individual Losses incurred or suffered sustained by all Buyer Indemnitees with respect to which Buyer Indemnitees are entitled to indemnification under Section 10.2.6 (other than with respect to breaches or inaccuracies of the Buyer Indemnified Persons representations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) exceeds Two Million Dollars ($500,000 2,000,000) (at the "Minimum Aggregate Loss"), in which point case the Sellers and shall only be liable for the Principals will indemnify the Buyer Indemnified Persons for amount by which all such Losses in excess of such amount in accordance with exceed the other provisions of this ARTICLE VII). The Sellers’ Minimum Aggregate Loss and the Principals’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v(ii) will not exceed $10 million. The limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to any provision of Section 7.01(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 7.01(c). Notwithstanding anything to the contrary in this Agreement, (x) in no event shall the aggregate liability of the Principals Sellers to indemnify the Buyer Indemnitees for Losses under Section 10.2.6 (other than with respect to breaches or inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) shall in no event exceed Forty Million Dollars ($40,000,000) (the "Maximum Aggregate Loss"). Notwithstanding the foregoing, it is understood that the Sellers' obligations to indemnify any Buyer Indemnitee pursuant to Section 10.2.6 with respect to breaches or inaccuracies of the representations or warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 or 5.30 or pursuant to Sections 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.7, 10.2.8 or 10.2.9 (together, the "Surviving Representations, Warranties and Obligations") shall not be subject to the Minimum Aggregate Loss or the Maximum Aggregate Loss. It is further understood and agreed that the sole source of payment for any Buyer Indemnitee against, and the Sellers under sole responsibility of, any Seller for indemnification pursuant to this ARTICLE VII Article 10 (except for claims for breaches of the Surviving Representations, Warranties and Section 8.01 exceed Obligations) shall be from such Seller's Seller's Percentage of the Overall Indemnity Cap Escrow Account pursuant to the Escrow Agreement and (y) in from amounts due to such Seller pursuant to the Earnout Agreement. 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 Seller for indemnification pursuant to this Article 10 exceed the Sellers’ liability under aggregate consideration received by such provisions) exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap. Notwithstanding anything Seller pursuant to the contrary in this Agreement, no amounts distributed to Buyer out of the Earnout Agreement and 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)Agreement.

Monetary Limitations. Neither any Seller nor any Principal Spectrum will have any no obligation to indemnify Buyer the Purchaser 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 or warranty pursuant to Section 14.1.1(a) or statement described therein (or arising in respect breach of any Specified Liabilitycovenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Purchaser Indemnified Persons exceeds $500,000 [***] (the “Indemnity Basket”) (at which point the Sellers and the Principals Spectrum will indemnify the Buyer Purchaser Indemnified Persons for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VIIexceeding [***]). The Sellers’ and Notwithstanding the Principals’ foregoing, Spectrum’s liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty contained in [***] shall not exceed [***]. 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 7.01(a)(ii14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Spectrum hereunder pursuant to Section 14.1.1(b), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million[***] (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in the immediately preceding two sentences this Section 14.1.2 will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV[***]. Subject to the immediately following sentence, claims Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) 14.1.1 are not subject to the monetary limitations set forth in this Section 7.01(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)14.1.2.

Monetary Limitations. Neither any Seller nor any Principal Bayer will have any no obligation to indemnify Buyer the Genzyme 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 or warranty pursuant to Section 13.1.1(a) or statement described therein (or arising in respect breach of any Specified Liabilitycovenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Genzyme Indemnified Persons exceeds $500,000 [**] (at which point the Sellers and the Principals will indemnify the Buyer Indemnified Persons for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VII)“Indemnity Basket”) [**]. The Sellers’ and the Principals’ Further, Bayer’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 7.01(a)(ii13.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed [**] (i) [**] or (ii) $10 million[**] (such amount, the “Maximum Indemnity Cap”); and Genzyme Indemnified Persons shall be limited to recovering from Bayer in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b), (x) [**] and (y) [**]. The Except as provided in Section 13.1.3, the monetary limitations contained in the immediately preceding two sentences this Section 13.1.2 will not apply to (a1) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of[**], or inaccuracies in, any Seller Fundamental Representation or (b2) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of any representation or warranty misrepresentation. Except as provided in ARTICLE III or ARTICLE IV. Subject to the immediately following sentenceSection 13.1.3, claims for indemnification pursuant to any provision of Section 7.01(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 7.01(c)13.1.2. Notwithstanding anything [**] = Portions of this exhibit have been omitted pursuant to the contrary in a confidential treatment request. An unredacted version of 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 exhibit has been filed separately with the Escrow Agreement shall be applied against the $10 million limit described in the second sentence of this Section 7.01(c)Commission.

Monetary Limitations. Neither any Seller nor any Principal Purchaser will have any no obligation to indemnify Buyer the Spectrum Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) in respect of to Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein (or arising in respect pursuant to Section 14.2.1(a) and the breach of any Specified Liabilitycovenant or agreement to be performed prior to the Closing pursuant to Section 14.2.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Spectrum Indemnified Persons exceeds $500,000 the Indemnity Basket (at which point the Sellers and the Principals Purchaser will indemnify the Buyer Spectrum Indemnified Persons for all such Losses in excess of such amount in accordance with exceeding the other provisions of this ARTICLE VIIIndemnity Basket). The Sellers’ and the Principals’ Further, Purchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 7.01(a)(ii), 14.2.1(a) and claims brought after the Closing arising from the breach of any [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 66 covenant or agreement to be performed by Purchaser hereunder pursuant to Section 7.01(b)(ii), or Section 7.01(b)(v14.2.1(b) will not exceed $10 million. The the Maximum Indemnity Cap; provided, however, that the foregoing limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii14.2.1(a) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation representations and warranties set forth in the following Sections of this Agreement: 8.1 (Organization), 8.2 (Power and Authorization), 8.4(d) (Breach of Organizational Documents) or 8.5 (No Brokers) or (b) claims for indemnification based upon fraud, intentional misrepresentation fraud or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IVmisrepresentation. Subject to the immediately following sentence, claims Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) 14.2.1 are not subject to the monetary limitations set forth in this Section 7.01(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)14.2.2.

Monetary Limitations. Neither any Seller nor any Principal EXACT will have any no obligation to indemnify Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) the Genzyme Indemnitees in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein (or arising in respect of any Specified Liabilitypursuant to Section 14.1(a)(i) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons Genzyme Indemnitees exceeds $500,000 100,000 (at which point the Sellers and the Principals EXACT will indemnify the Buyer Indemnified Persons Genzyme Indemnitees for all such Losses in excess of such amount in accordance with Losses) (the other provisions of this ARTICLE VII“Indemnity Basket”). The Sellers’ and the Principals’ EXACT’s aggregate liability in respect of claims for indemnification pursuant to this Article 14 in respect of Losses arising pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v14.1(a)(i) will not exceed $10 million. The limitations in 1,850,000 (the immediately preceding two sentences will not apply to (a) “Holdback Indemnity Cap”); provided, however, that claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii14.1(a)(i) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty set forth in ARTICLE III the following Sections of this Agreement will not exceed the Closing Payment (the “Maximum Indemnity Cap”): 6.7(a) or ARTICLE IV. Subject 6.8(b), each with respect to Patent Rights within the immediately following sentencePurchased Assets (and no other Purchased Assets); provided, further, however, that claims for indemnification pursuant to Section 14.1(a)(i) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in Section 6.14 are not subject to either the Holdback Indemnity Cap or the Maximum Indemnity Cap. In addition, EXACT’s aggregate liability in respect of claims for indemnification pursuant to Section 14.1(a)(ii) with respect to breaches or violations of any covenant or agreement set forth in Section 8.2 or 8.3 will not exceed the Maximum Indemnity Cap. Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)14.1(a) are not subject to the monetary limitations set forth in this Section 7.01(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(c14.1(b).

Monetary Limitations. Neither any Seller nor any Principal will have any no obligation to indemnify Buyer Indemnified Persons pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(vSections 6.1.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation, representation or warranty or statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 20,000 (at which point the Sellers and the Principals Seller will indemnify the Buyer Indemnified Persons for all such Losses in excess of such amount in accordance with (the other provisions of this ARTICLE VII“Indemnity Deductible”). The Sellers’ , and the Principals’ Seller’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(vSections 6.1.1(a) will not exceed $10 million. The limitations in 500,000 (the immediately preceding two sentences “Indemnity Cap”), provided, however, that (X) the Indemnity Cap will not apply to (ai) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(iiSections 6.1.1(a) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or representations and warranties set forth in Sections 3.1 (bOrganization), 3.2 (Power and Authorization), 3.4(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 based upon fraudarising from the breach of, intentional misrepresentation or intentional breach of inaccuracy in, any representation or warranty in ARTICLE III pursuant to Sections 6.1.1(a) will not exceed the aggregate Purchase Price actually received by Seller, or ARTICLE IV. Subject (ii) claims based upon fraud or intentional misrepresentation and (Y) the Indemnity Deductible shall not apply to the immediately following sentence, (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. Claims for indemnification pursuant to any other provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) 6.1.1 are not subject to the monetary limitations set forth in this Section 7.01(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)6.1.2.

Monetary Limitations. Neither any Seller nor any Principal will have any obligation (a) Notwithstanding anything to indemnify the contrary in this Agreement (but subject to the exception for fraud in Section 8.1.2(c) on the terms and subject to the conditions in Section 8.1.2(c)), (i) a Buyer Indemnified Persons Person shall not be indemnified pursuant to Section 7.01(a)(ii8.1.1(a) (other than based on a breach or inaccuracy in the representations and warranties set forth in Sections 3.1 (Organization), Section 7.01(b)(ii3.2 (Power and Authorization), or 3.4(e) (Breach of Organizational Documents), 3.5.1, 3.5.2, 3.5.3 (Capitalization), 3.15 (Tax), 3.25 (No Brokers), 4.1 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (Organization), 4.2 (Power and Authorization), 4.4(d) (No Breach of Organizational Documents), 4.5 (Title) and 4.6 (No Brokers), with respect to which the limitations in this clause (i) of Section 7.01(b)(v8.1.2(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein (or arising in respect of any Specified Liabilityshall not apply) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 exceeds, on a cumulative basis, the Threshold after which indemnification will be available for all Losses, not only the Losses that exceed the Threshold, (at ii) a Buyer Indemnified Person shall not be indemnified pursuant to Section 8.1.1(a) (other than based on a breach or inaccuracy in the representations and warranties set forth in Sections 3.15 (Tax) and 4.4(d) (No Breach of Organizational Documents)), with respect to which point the Sellers and limitations in this clause (ii) of Section 8.1.2(a) shall not apply) for any Materiality Strip Losses until the Principals will indemnify aggregate amount of all Materiality Strip Losses incurred or suffered by the Buyer Indemnified Persons for all such exceeds, on a cumulative basis, [*] (the “Materiality Strip Deductible”) (after which the Buyer Indemnified Person shall recover only Losses in excess of such the Materiality Strip Deductible) and (iii) the aggregate amount in accordance with of Losses for which the other provisions Buyer Indemnified Persons may be indemnified pursuant to this Article 8 shall not exceed the aggregate amounts [*]. For example, (A) if the Buyer Indemnified Persons incur [*] of this ARTICLE VII). The Sellers’ and the Principals’ aggregate liability in respect of claims Losses for which they are entitled to indemnification pursuant to Section 7.01(a)(ii8.1.1(a), Section 7.01(b)(ii)and [*] of such Losses are [*], or Section 7.01(b)(v) will not exceed $10 million. The limitations in then the immediately preceding two sentences will not apply Buyer Indemnified Persons would be entitled to (a) claims for indemnification pursuant to Section 7.01(a)(ii8.1.1(a) or Section 7.01(b)(iifor [*] and (B) in respect if the Buyer Indemnified Persons then later incur an additional [*] of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims Losses for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject which they are entitled to the immediately following sentence, claims for indemnification pursuant to any provision of Section 7.01(a) or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii8.1.1(a), and [*] of such Losses [*], then the Buyer Indemnified Persons would be entitled to indemnification pursuant to Section 7.01(b)(v)8.1.1(a) are not subject to the monetary limitations set forth in this Section 7.01(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)for an additional [*].

Monetary Limitations. Neither any Seller nor any Principal will have any obligation to indemnify 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, warranty or statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $500,000 (at which point the Sellers and the Principals will indemnify the Buyer Indemnified Persons for all such Losses in excess of such amount in accordance with the other provisions of this ARTICLE VII). The Sellers’ and the Principals’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million. The limitations in the immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to any provision of Section 7.01(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 7.01(c). Notwithstanding anything to the contrary set forth in this Agreement, Purchaser’s right to indemnification for all Claims under this Agreement shall be limited to the Escrow Payment, i.e. EUR nineteen million (x) in no event shall the 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 Principals Warranties set forth in Section 7.1 (Ownership of 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 Sellers under this ARTICLE VII Closing Date, the Warrantors’ maximum liability for Warranties set forth in Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 8.01 exceed 9.3 shall be limited to fifty percent of the Overall Indemnity Cap Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and (y) in no event agreed that the Directors shall not have any obligation to supplement the aggregate liability 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 Principal Claims 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 Purchaser shall not be entitled to Buyer out claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Escrow Cash Amount in accordance with the Escrow Agreement Purchase Price shall be applied against made due to a breach of this Agreement, unless the $10 million limit described 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 second sentence aggregate, the reduction shall be made for the amount exceeding such threshold. No individual Claim, or series of this Claims arising from substantially identical facts or circumstances, which is less than EUR fifty thousand (50,000) shall be taken into account when calculating the aggregate amount of Claims. The aforesaid monetary limitations shall not apply to any Claims due to breach by Sellers of the Warranties set forth in Section 7.01(c)7.1 (Ownership of Shares and Authority of Sellers) and Section 7.2 (Existence) or for Claims due to fraud or wilful misconduct by Sellers.