Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(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 6.3, 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. (a) Seller’s Except with respect to Fraud, Sellers shall not have any obligation to indemnify Parent under Section 6.2(a)(i) until the aggregate liability in respect amount of claims all Losses for indemnification pursuant which Sellers are obligated to this Section 6 in respect of Losses arising indemnify Parent pursuant to Section 6.2(a6.2(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) exceeds $225,000 (the “[*]Basket”), at which point Sellers shall indemnify Parent for all such Losses in excess of the Basket (subject to the Cap); provided, however, that Buyer may Sellers’ aggregate liability to Parent (i) under Section 6.2(a)(i) shall not recover more than [*] exceed the Indemnification Escrow Cash Amount and (ii) under Section 6.2(a)(ii), Section 6.2(a)(iii) and Section 6.2(a)(iv) shall not exceed the sum of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback (x) the Indemnification Escrow Cash Amount pursuant to Section 6.9 plus (Buyer’s Right of Setoffy) with respect to the remaining portion aggregate value of the [*]. FurthermoreDeferred Consideration and the Earnout Consideration (collectively, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or the “Cap”). (b) pursuant Parent shall not have any obligation to Section 6.2(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 indemnify Sellers 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(a6.2(b)(i) until the aggregate value amount of all Losses for which Parent is obligated to indemnify Sellers pursuant to Section 6.2(b)(i) exceeds the Basket, at which point Parent shall indemnify Sellers for all such Losses equals at least [*], in which case Buyer shall be entitled to recover excess of 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 Basket (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 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 6.3, 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)Agreement.

Monetary Limitations. 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 apply to the liability of the Seller and the other Designated Sellers pursuant to Article 9.1.1 (a) Seller’s aggregate liability in respect arising from the breach by the Seller or any of claims for indemnification pursuant to this Section 6 in respect the other Designated Sellers of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth made by the Seller or any of the other Designated Sellers in subsections [*] will this Agreement, the License Agreement or any Local Asset Sale Agreement, other than those representations made under Sections 4.1 (Organization and Corporate Power), 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 Losses indemnifiable hereunder exceeds one million US dollars (USD 1,000,000), following which the Seller shall be liable from the first 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 cap shall not apply and the Liability of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (and 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(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 Designated Sellers resulting from such fraudulent conduct shall not be entitled to recovery 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 connection with any Losses arising pursuant to Section 6.2(a) particular event, fact or development unless and until the aggregate value Loss indemnifiable hereunder and arising from such particular event, fact or development exceeds twenty thousand US dollars (USD 20,000) or the equivalent of all such Losses equals at least [*], this amount in which case Buyer shall be entitled to recover any other currency as computed on the full amount basis of the exchange rate prevailing as of the date the relevant Loss has been sustained as computed of the basis of such Losses. Notwithstanding the foregoing, claims for indemnification pursuant to this Section 6 exchange rate as published in respect The Wall Street Journal as 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 6.3, 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)such date.

Monetary Limitations. No amount of indemnity shall be payable by Seller in the case of a claim by any Buyer 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 (a) without taking Seller’s aggregate liability in respect obligation to pay 50% of claims for indemnification pursuant to this Section 6 in respect certain of such Losses arising pursuant to Section 6.2(a10.2(b) into account) consisting of damages aggregating in excess of Five Hundred Thousand U.S. Dollars (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount$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 Section 10.3(a), as applicable, including the Threshold Amount, 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 a Loss that does not exceed Fifty Thousand U.S. Dollars ($50,000) (the “De Minimis Amount”); provided, however, that Buyer may not recover in applying the De Minimis Amount there shall be aggregated two or 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 claims arising from the remaining portion same occurrence or underlying facts which results in a Breach of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any same representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(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 6.3, 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)warranty.

Monetary Limitations. (ai) Seller’s aggregate liability in respect of claims No claim may be made against Seller for indemnification pursuant to this Section 6 in respect Sections 10.02(a)(i) unless and until the aggregate of Losses arising all claims for indemnification by Buyer pursuant to Section 6.2(a10.02(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not shall exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) $100,000 (the “[*]”"Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; provided, however, it being understood and agreed that Buyer may the foregoing Threshold Amount shall not recover more than [*] of amounts actually paid apply 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant relating to this Section 6 Excluded Obligations, in respect of Losses arising each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (aii) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(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 shall have no liability for its indemnification obligations 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(a10.03(a)(i) until the aggregate value amount of all such Losses Liabilities incurred by the Seller equals at least [*]or exceeds the Threshold Amount, in which case event Buyer shall be entitled liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to recover claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the full Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of such Losseseach claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (iv) 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 6.310.04(b) shall not apply to (A) any breaches of Sections 4.02, nor are 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 for indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this arising under or governed by Section 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)12.01.

Monetary Limitations. (i) Purchaser will have no obligation to indemnify Seller Indemnified 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) Sellerclaims 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 described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); 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; (iii) Purchaser’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a9.2(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed an aggregate amount equal to [*] 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 the foregoing limitations will not recover more than [*] of amounts actually paid apply to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoffa) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a9.2(a)(i) in respect of breaches of, or inaccuracies in, in any representation or warranty set forth in subsections [*], Fundamental Representation or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid claims based upon fraud or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”)intentional misrepresentation; provided, however, further 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 breaches of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation of Fundamental Representations (except with respect to claims based upon fraud) 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 6.3, nor are claims for indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this Section 6.39.2(a)(iii), 6.2(c), 6.2(d), 6.2(ePurchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) or 6.2(fand Section 2.5(a).

Monetary Limitations. (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 Parties pursuant to Section 9.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Purchaser Indemnified Parties [***]; 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; (iii) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a9.1(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed an aggregate amount equal to [*] 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 the foregoing limitations will not recover more than [*] of amounts actually paid apply to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoffa) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a9.1(a)(i) in respect of breaches of, or inaccuracies in, in any representation or warranty set forth in subsections [*], Fundamental Representation or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid claims based upon fraud or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”)intentional misrepresentation; provided, however, further 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 breaches of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation of Fundamental Representations (except with respect to claims based upon fraud) 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 6.3, nor are claims for indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this Section 6.39.1(a)(iii), 6.2(c), 6.2(d), 6.2(eSeller’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) or 6.2(fand Section 2.5(a).

Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] Seller will not exceed [*] be obligated to indemnify the Buyer Indemnitees hereunder until the aggregate amount of Damages suffered by the amounts actually paid or payable by Buyer to Seller under Section 2.8 Indemnitees exceeds Fifty Thousand Dollars (Upfront Payments; Holdback Amount$50,000) (the “[*]Indemnification Threshold”); 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims indemnification for indemnification pursuant to this Section 6 in respect of Losses Damages arising (a) pursuant to Section 6.2(a) in respect of breaches out of, resulting from or inaccuracies in, relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The Indemnification Threshold will not apply to Buyer’s right to offset the Twelve Month Payment or Eighteen Month Payment due Seller to the extent Seller breaches any representation or warranty of Seller contained in this Agreement as set forth in subsections [*]Section 2.1(d). (a) Once the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds the Indemnification Threshold, or the Buyer Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar. (b) pursuant Notwithstanding the foregoing, the maximum amount of Damages payable to Section 6.2(b) in the Buyer Indemnitees hereunder with respect of a material breach by Seller of Sections [*], will not exceed [*] to indemnification hereunder is equal to the amount of the amounts Purchase Price that has been actually paid or payable received by Buyer to the Seller under Section 2.8 (Upfront Payments; Holdback Amount) as of the date of such Claim (the “[*]Indemnification Cap”), except that the Indemnification Cap shall not apply to any Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation by the Seller. Buyer shall have the right to offset any Damages in excess of the Indemnification Cap against the Twelve Month Payment or Eighteen Month Payment due Seller in accordance with Section 2.1(d). (c) Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations or warranties until the aggregate amount of Damages suffered by the Seller Indemnitees relating to breaches of representations or warranties exceeds the Indemnification Threshold. Once the aggregate amount of such Damages suffered by the Seller Indemnitees exceeds the Indemnification Threshold, the Seller Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar; 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 indemnification for any Losses Damages 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 out of, resulting from or inaccuracies in, relating to a breach of 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 from fraud or willful misrepresentation shall not be subject to the monetary limitations set forth Indemnification Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations and warranties is an amount equal to the Indemnification Cap; provided, however, that indemnification for Claims arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Cap. (d) In no event shall any indemnifying party be liable to any indemnified party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (e) Each indemnified party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Damage. (f) Seller shall not be liable under this Section 8 for any Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Section 6.3, nor are claims for indemnification pursuant Agreement if Buyer has knowledge of such inaccuracy or breach prior 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)the Closing.

Monetary Limitations. (ai) Seller’s The Sellers will have no obligation to indemnify the 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 described therein 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 $1,000,000 (at which point the Sellers will indemnify the Buyer Indemnified Persons for all such Losses, including such initial $1,000,000); provided, that the foregoing 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 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 relate to the operations of the Acquired Companies for the period prior to the Closing. (ii) The Sellers’ aggregate liability for Losses in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to 9.01(a)(i) and Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a9.01(a)(iii) in respect of breaches of, or inaccuracies in, any representation 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 3.17 and 3.22 arise out of the Federal False Claims Act or warranty the Federal False Claims Law) (collectively, the “False Claims Act Representations”), will not be subject to any limitation set forth in subsections [*], or (b) pursuant to this Section 6.2(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 “[*]”9.01(b); provided, however, that Buyer may not recover more the maximum liability of each Seller other than [*] Capitol Partners I, Capitol Partners II, and Capitol Partners III for Losses in respect of amounts actually paid to the foregoing shall be the Pro Rata Percentage of the Cash Merger Consideration received by such Seller pursuant to (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 2.8 3.01 (Organization), Section 3.02 (Power and must setoff against any unpaid Holdback Amount pursuant to Authorization), Section 6.9 3.04(b)(iii) (Buyer’s Right of SetoffNoncontravention), Section 3.05 (Capitalization), Sections 3.17 (Contracts) with respect and 3.22 (Healthcare Matters) (but only to the remaining portion extent such representations in Sections 3.17 and 3.22 arise out of the [*]. In additionFederal Anti-Kickback Statute, Buyer shall the Federal Civil Monetary Penalties Law or the ▇▇▇▇▇ Law), Section 3.15 (Employee Benefit Plans), Section 3.23 (No Brokers), 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 be entitled exceed an amount equal to recovery $170,000,000; and (C) 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 (i) third 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 pursuant to Section 6.2(a) until the aggregate value in respect 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(A) in respect of any breaches of, or inaccuracies in, any representation or warranty of the representations and warranties as set forth in the following Sections Section 9.01(a)(i) and Section 9.01(a)(iii) other than those representations and warranties referenced in clauses (A) through (C) of this Agreement : 3.1 Section 9.01(b)(ii) and (Organization and QualificationB) pursuant to Section 9.01(a)(viii), 3.2 (Authority to Perform the Agreementsolely in respect of items 3, 4 and 5 on Schedule 9.01(a)(viii), and 3.3 will not exceed $4,250,000. (Tax Matters), 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 6.3, 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(f9.01(b).

Monetary Limitations. (ai) Seller’s The Seller Indemnifying Persons shall not have any obligation to indemnify Purchaser for any particular Loss or related Losses pursuant to Section 10.2(a)(i) unless the aggregate amount of all such Losses equals or 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 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 “Deductible”), at which point the Seller Indemnifying Parties shall indemnify Purchaser for all such Losses in excess of the Deductible. (iii) The Seller Indemnifying Persons’ aggregate liability in respect of claims to Purchaser under Section 10.2(a) (other than any claim for indemnification pursuant to this (A) Section 6 in respect 10.2(a)(ii)(B) (other than for any breach of Losses arising the obligation to indemnify any Indemnified Party pursuant to Section 6.2(a10.2(a)(i), 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 Indemnification Escrow Fund. (iv) For purposes of this Article 10, Losses shall not include punitive, special or exemplary damages, except Losses arising to the extent awarded in respect of breaches of, or inaccuracies in, any representation or warranty a Third-Party Claim. (v) Notwithstanding anything to the contrary set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); providedherein, 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(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 Purchaser 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 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 6 10.2(a) shall not, in respect any event, exceed the amount of Losses arising proceeds actually received by each such Seller Indemnifying Person pursuant to Section 6.2(athis Agreement. (vii) Notwithstanding anything to the contrary in respect of breaches ofthis Agreement, or inaccuracies in, any representation or warranty set forth in the following Sections of Seller Indemnifying Persons shall have no obligation under 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 indemnify Purchaser or any of Purchaser’s Affiliates for any Loss resulting from or arising in this Section 6.3, 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)connection with any Excluded Matter.

Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification Each SPA Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to this Section 6 7.1.1(a) in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches from a breach of, or inaccuracies inaccuracy in, any representation or warranty (collectively, “Buyer APA R&W Losses”) unless the aggregate amount of all aggregate amount of all Buyer APA R&W Losses plus all Buyer SPA R&W Losses (collectively, “Standard Buyer R&W Losses”) exceeds $50,000 (the “Deductible Amount”) (it being understood and agreed that if Standard Buyer R&W Losses exceeds the Deductible Amount, then the Buyer Indemnified Persons will be indemnified for all Standard Buyer R&W Losses in excess of the Deductible Amount as set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amountherein) (the “[*]Indemnity Basket”); provided, however, that Buyer may the Indemnity Basket will not recover more than [*] of amounts actually paid apply to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoffi) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a7.1.1(a) in respect of breaches of, or inaccuracies in, any representation or warranty representations and warranties set forth in subsections [*]Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(f) (Breach of Organizational Documents), 3.10.1 (Title to Assets), 3.24 (No Brokers), 4.1 (Power and Authorization) or 4.4 (b) pursuant to Section 6.2(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 AmountNo Brokers) (the “[*]Seller Fundamental Representations”); 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 or (Buyer’s Right of Setoffii) with respect to the remaining portion of the [*]claims based upon intentional criminal conduct or fraud. 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 Claims for indemnification pursuant to this Section 6 7.1.1(a) (other than claims for indemnification in respect of Losses arising 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 6.2(a7.1.1 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 representation or warranty set forth in the following Sections provision of this Agreement : 3.1 Section 7.1.1 (Organization and Qualificationother than Section 7.1.1(a), 3.2 (Authority to Perform the Agreement), and 3.3 (Tax Matters), ) are not subject to the monetary limitations set forth in this Section 6.3, 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)7.1.2.

Monetary Limitations. Seller will have no obligation to indemnify 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 described therein unless (ai) with respect to any claim (or series of related claims) unless such claim (or series of related claims) involves Losses in excess of $5,000 (the “Threshold”) (it being understood that if Losses under a claim equal or exceed the Threshold, the Buyer 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 Buyer Indemnified Persons exceeds $4,570,000 (the “Deductible”) (at which point Seller will indemnify Buyer Indemnified Persons for all such Losses in excess of, but not including, the Deductible) (it being understood that any claims not meeting the Threshold shall not be counted toward the Deductible). Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising 8.1(a)(i) and (iv) shall not exceed $30,000,000 (the “Cap”); provided, however, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 6.2(a8.1(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty representations and warranties set forth in subsections [*] Section 3.1 (Due Organization), Section 3.2 (Authorization and Validity of Agreement), Section 3.5 (Capitalization; Shares; Subsidiaries) or Section 3.21 (Finders; Brokers); provided, further, that claims for indemnification pursuant to Section 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 exceed [*] 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 amounts actually paid or payable by Buyer to Seller under monetary limitations set forth in this Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”8.1(b); 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 [*]. Furthermore, in no event will Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a8.1(a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] the amount 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 6.3, 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)Purchase Price.

Monetary Limitations. (a) Seller’s aggregate liability Notwithstanding any other provision of this Agreement, except with respect to breaches of Fundamental Representations and in respect cases of claims 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 indemnification pursuant to this Section 6 in respect a breach of Losses arising representation or warranty pursuant to Section 6.2(a10.1(c) (except unless and until, and only to the extent that, the aggregate of all such individual Losses arising in incurred or sustained by all Purchaser Indemnified Parties with respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of to which the amounts actually paid or payable by Buyer Purchaser Indemnified Parties are entitled to Seller indemnification under Section 2.8 (Upfront Payments; Holdback Amount10.1(c) exceeds $50,000 (the “[*]Threshold Amount”); provided, howeverwhereupon the Selling Companies shall be liable (subject to the following clauses (ii) and (iii)) for all Losses in excess of the Threshold Amount, that Buyer may 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 recover more than [*] of amounts actually paid have any obligation to indemnify the Seller Indemnified Parties pursuant to Section 2.8 10.2(c) unless and must setoff against any unpaid Holdback Amount pursuant until, and only to Section 6.9 (Buyer’s Right the extent that, the aggregate of Setoff) all individual Losses incurred or sustained by the Seller Indemnified Parties with respect to which the remaining portion Seller Indemnified Parties are entitled to indemnification under Section 10.2(c) exceeds the Threshold Amount, whereupon the Purchasers shall be liable for all Losses in excess of the [*]. FurthermoreThreshold Amount, Seller’s and (ii) the aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid or payable by Buyer Purchasers to indemnify the Seller Indemnified Parties for Losses under Section 2.8 (Upfront Payments; Holdback Amount10.2(c) (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 shall in no event exceed an amount equal 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 6.3, 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)Cap Amount.

Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] Seller will not exceed [*] be obligated to indemnify the Buyer Indemnitees hereunder until the aggregate amount of Damages suffered by the amounts actually paid or payable by Buyer to Seller under Section 2.8 Indemnitees exceeds Twenty-Five Thousand Dollars (Upfront Payments; Holdback Amount$25,000) (the “[*]”Indemnification Threshold“); 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims indemnification for indemnification pursuant to this Section 6 in respect of Losses Damages arising (a) pursuant to Section 6.2(a) in respect of breaches out of, resulting from or inaccuracies in, relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The Indemnification Threshold will not apply to Buyer’s right to offset the Twelve Month Payment due Seller to the extent Seller breaches any representation or warranty of Seller contained in this Agreement as set forth in subsections [*]Section 2.1(d). (a) Once the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds the Indemnification Threshold, or the Buyer Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar. (b) pursuant Notwithstanding the foregoing, the maximum amount of Damages payable to Section 6.2(b) in the Buyer Indemnitees hereunder with respect of a material breach by Seller of Sections [*], will not exceed [*] to indemnification hereunder is equal to the amount of the amounts Purchase Price that has been actually paid or payable received by Buyer to the Seller under Section 2.8 (Upfront Payments; Holdback Amount) as of the date of such Claim (the “[*]”Indemnification Cap“), except that the Indemnification Cap shall not apply to any Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation by the Seller. Buyer shall have the right to offset any Damages in excess of the Indemnification Cap against the Twelve Month Payment due Seller in accordance with Section 2.1(d). (c) Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations or warranties until the aggregate amount of Damages suffered by the Seller Indemnitees relating to breaches of representations or warranties exceeds the Indemnification Threshold. Once the aggregate amount of such Damages suffered by the Seller Indemnitees exceeds the Indemnification Threshold, the Seller Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar; 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 indemnification for any Losses Damages 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 out of, resulting from or inaccuracies in, relating to a breach of 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 from fraud or willful misrepresentation shall not be subject to the monetary limitations set forth Indemnification Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations and warranties is an amount equal to the Indemnification Cap; provided, however, that indemnification for Claims arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Cap. (d) In no event shall any indemnifying party be liable to any indemnified party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (e) Each indemnified party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Damage. (f) Seller shall not be liable under this Section 8 for any Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Section 6.3, nor are claims for indemnification pursuant Agreement if Buyer has knowledge of such inaccuracy or breach prior 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)the Closing.

Monetary Limitations. Bayer will have no obligation to indemnify the Genzyme Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) or breach of any covenant 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 the aggregate amount of all such Losses incurred or suffered by the Genzyme Indemnified Persons exceeds $[**] (athe “Indemnity Basket”) Seller[**]. Further, Bayer’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches from the breach of, or inaccuracies inaccuracy in, any representation or warranty set forth in subsections [*] 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), will not exceed [**] of the amounts actually paid (i) [**] or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amountii) $[**] (such amount, the “[*]Maximum Indemnity Cap”); provided, however, that Buyer may not recover more than [*] of amounts actually paid and Genzyme Indemnified Persons shall be limited 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 [*]. Furthermore, Seller’s aggregate liability recovering from Bayer in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches from the breach of, or inaccuracies inaccuracy in, any representation or warranty set forth 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) [**]. Except as provided in subsections 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 (b2) pursuant to claims based upon fraud or intentional misrepresentation. Except as provided in Section 6.2(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 foregoing13.1.3, 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 6.3, nor are claims for indemnification 13.1.2. [**] = Portions of this exhibit have been omitted pursuant to Sections 6.2(b) (except as expressly provided otherwise above in a confidential treatment request. An unredacted version of this Section 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)exhibit has been filed separately with the Commission.

Monetary Limitations. (ai) Seller’s aggregate liability No claim may be made by the Buyer Indemnified Persons, and the Sellers shall not have any obligation to indemnify any Buyer Indemnified Person, pursuant to Section 8.01(a)(i) (other than in respect of the Fundamental Representations and the Tax Representations) in respect of Losses unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,750,000 (the “Deductible”) (at which point the Buyer Indemnified Persons will be indemnified only for all such Losses in excess of such amount). For greater certainty, the limitation in this Section 8.01(b)(i) shall not apply to claims in respect of the Fundamental Representations and the Tax Representations. (ii) The aggregate liability of the Sellers in respect of all claims for indemnification pursuant to this Section 6 8.01(a)(i) (other than in respect of Losses arising pursuant to Section 6.2(athe Fundamental Representations and the Tax Representations) (except Losses arising will not exceed the dollar amount of the Indemnification Escrow Fund. The aggregate liability of the Sellers in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] 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 [*]. Furthermore, Seller’s aggregate liability in respect of all claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a8.01(a)(i) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) the Tax Representations and pursuant to Section 6.2(b8.01(a)(iii) will not exceed the dollar amount of the Tax Escrow Fund. The aggregate liability of each Seller 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 8.01(a) will not exceed the amount of Losses arising pursuant to Section 6.2(athe portion of the Aggregate Consideration actually received by such Seller. (iii) 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 The limitations set forth in this Section 6.3, nor are claims for indemnification pursuant to Sections 6.2(b8.01(b) shall not apply in the case of fraud which cannot be waived under applicable Legal Requirements (except as expressly provided otherwise above it being acknowledged and agreed by the parties that nothing in this Section 6.3)Agreement or in any Ancillary Agreement, 6.2(c)expressed or implied, 6.2(d), 6.2(e) or 6.2(fconstitutes a waiver of fraud).

Monetary Limitations. Buyer will have no obligation to indemnify 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 described therein unless (ai) Sellerwith respect to any claim (or series of related 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 Seller Indemnified Persons exceeds the Deductible (at which point Buyer will indemnify Seller Indemnified Persons for all such Losses in excess of, but not including, the Deductible) (it being understood that any claims not meeting the Threshold shall not be counted toward the Deductible). Buyer’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising 8.2(a)(i) will not exceed the Cap; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 6.2(a8.2(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty representations and warranties set forth in subsections [*] will Section 4.1(Due Organization), Section 4.2 (Authorization and Validity of Agreement), or Section 4.9 (Finders; Brokers) or (b) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 8.2(a) are not exceed [*] of subject to the amounts actually paid or payable by Buyer to Seller under limitations set forth in this Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”8.2(b); 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 (in no event will Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a8.2(b) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] the amount 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 6.3, 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)Purchase Price.

Monetary Limitations. Parent will have no obligation to indemnify the Securityholder Indemnified Persons pursuant to Section 9.02(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Securityholder Indemnified Persons exceeds $300,000 (aat which point the Parent will indemnify the Securityholder Indemnified Persons for all such Losses incurred or suffered pursuant to Section 9.2(a)(i) Sellerin excess of $300,000), and the Parent’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a9.02(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of an amount equal to the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Escrow Amount) (the “[*]”); provided, however, that Buyer may the foregoing limitations will not recover more than [*] of amounts actually paid apply to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoffa) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a9.02(a)(i) in respect of breaches of, or inaccuracies in, any representation or warranty the representations and warranties set forth in subsections [*]Sections 5.01 (Organization), 5.02 (Power and Authorization), 5.04(b)(iii) (Noncontravention) and 5.05 (No Brokers) or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid claims based upon fraud 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 [*]intentional misrepresentation. 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 Claims for indemnification pursuant to this any other provision of Section 6 in respect of Losses arising pursuant to Section 6.2(a9.02(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 6.39.02(b). In addition to the limitations provided in this Section 9.02(b), nor are Parent’s aggregate liability in respect to claims for indemnification pursuant to Sections 6.2(bSection 9.02(a) (except as expressly shall not exceed the Total Merger Consideration; provided otherwise above in this Section 6.3), 6.2(c), 6.2(d), 6.2(e) that the foregoing limitation will not apply to claims based upon fraud or 6.2(f)intentional misrepresentation.

Monetary Limitations. (a) The Seller will have no obligation to indemnify the 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 claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] 7 will not exceed [*] the amount of the amounts actually paid or payable by Buyer Indemnity Letter of Credit. The foregoing limitations in this Section 7.1.2(a) will not apply to Seller claims under Section 2.8 7.1.1(a) as a result of fraud by the Company or the Seller. (Upfront Payments; Holdback Amountb) Notwithstanding the foregoing, (i) 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this for Company Retail Business Liabilities under Section 6 7.1.1(c) above will not exceed $2,000,000 Canadian dollars and (ii) the Seller’s aggregate liability in respect of Losses arising (a) pursuant claims for indemnification due to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty the representations and warranties set forth in subsections [*], or Section 4.5(a) (bTitle) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] the amount of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”)Fund Commitment Letter; 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 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 the draw down of the entire Indemnity Letter of Credit, 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 6.3, 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)Fund Commitment Letter.

Monetary Limitations. (a) Each Seller’s aggregate liability under this Agreement shall be limited to the share of the Closing Purchase Price actually received by it. (b) Buyer’s right to indemnification for Claims in respect of claims for indemnification pursuant to this Section 6 Sellers’ breach of the Business Warranties (other than in respect of Losses arising pursuant Sections 6.8(a) and 6.8(b)) shall be limited to Section 6.2(athe Escrow Amount (Claims) deposited on the Escrow Account (except Losses arising Claims), which amount shall constitute Sellers’ aggregate maximum liability under such Business Warranties, and Buyer’s right to indemnification in respect of breaches ofSellers’ Business Warranties set out in Sections 6.8(a) and 6.8(b) shall be limited to USD 50,000,000, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by which amount shall constitute Sellers’ aggregate maximum liability under Sections 6.8(a) and 6.8(b). (c) Buyer has no right 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 [*]. Furthermore, Seller’s aggregate liability indemnification in respect of claims for indemnification pursuant Sellers’ breach of the Business Warranties, unless the Loss or the aggregate amount of the Losses, subject to any limitations under this Section 6 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 (and not only the amount of Losses exceeding such threshold), subject to the other limitations provided in this Section 8. (d) No individual Loss or series of Losses, in each case, in respect of Losses Sellers’ breach of the Business Warranties, arising (a) pursuant to Section 6.2(a) from substantially identical facts or circumstances, the amount of which is less than USD 200,000 will be taken into account when establishing the amount of a Loss in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material Sellers’ breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid Business Warranties 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 6.3, 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).