Common use of Monetary Limitations Clause in Contracts

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

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

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

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

Monetary Limitations. The Buyer (i) Purchaser shall not have no obligation the right to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the indemnification for breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), Warranty unless the aggregate total amount of all claims made by Purchaser exceeds EUR 100,000. If the amount of such Losses incurred or suffered claims exceeds that threshold in the aggregate, Purchaser shall have the right to indemnification for the full amount of such claims. (ii) No individual claim which is less than EUR 10,000 shall be recoverable by the Seller Indemnified Persons exceeds Purchaser, or taken into account in the Threshold Amountdetermination of the amount mentioned in section (a) above, except when several individual claims are based on the same breach or same matter giving rise to a breach, in which case such individual claims shall be considered as one individual claim for the Buyer purposes of this sub-clause 8.2.1 (ii). (iii) Vendor’s maximum liability shall indemnify be limited to the Seller Indemnified Persons amount of the Purchase Price for all such Lossesbreaches of Warranties contained in Section 6.3 (a) (Title and Authority to Transfer the Participation; Capitalization) or Section 6.17 (Tax Warranties), including to fifty per cent (50%) of the Threshold Amountamount of the Purchase Price for breaches of the Warranty contained in Section 6.8 (Intellectual Property Rights), and not only to twenty per cent (20%) of the extent such Losses exceed amount of the Threshold Amount, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach Purchase Price for breaches of any covenant other Warranties or agreement to be performed prior to the Closing pursuant to Section 10.2.1(bother claims under this Agreement. (iv) will not exceed Three Million Dollars The limitations of liability set out in ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will i) - (iii) above shall not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect breaches being the result of breaches ofwillful action or gross negligence among representatives of Vendor, or inaccuracies in, representations and warranties set forth in Sections 5.1 to liabilities based on Section 8.3 (OrganizationSpecific Indemnity), 5.2 9.2 (Power Non-Competition, Non-Solicitation and Authorization), 5.4(e) (Breach of Organizational DocumentsSecrecy) or 5.6 9.3 (No BrokersInter Company Liabilities). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.2.

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

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

Monetary Limitations. The (a) Notwithstanding anything to 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 Person shall have no obligation to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty not be indemnified pursuant to Section 10.2.1(a8.1.1(a) (other than based on a breach or Losses arising from inaccuracy in the breach representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(e) (Breach of any covenant or agreement to be performed prior to Closing 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 Section 10.2.1(bRule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (Organization), unless 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 8.1.2(a) shall not apply) until the aggregate amount of all such Losses incurred or suffered by the Seller Buyer Indemnified Persons exceeds exceeds, on a cumulative basis, the Threshold Amount, in after which case the Buyer shall indemnify the Seller Indemnified Persons indemnification will be available for all such Losses, including the Threshold Amount, and not only to the extent such Losses that exceed the Threshold AmountThreshold, and the Buyer’s aggregate Liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty (ii) a Buyer Indemnified Person shall not be indemnified pursuant to Section 10.2 1(a8.1.1(a) and Indemnification Claims brought after Closing arising from (other than based on a breach or inaccuracy in the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims pursuant to Sections 10.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 3.15 (Organization), 5.2 (Power Tax) and Authorization), 5.4(e4.4(d) (No Breach of Organizational Documents)), with respect to which the limitations in this clause (ii) of Section 8.1.2(a) shall not apply) for any Materiality Strip Losses until the aggregate amount of all Materiality Strip Losses incurred or 5.6 suffered by the Buyer Indemnified Persons exceeds, on a cumulative basis, [*] (No Brokers). Indemnification Claims the “Materiality Strip Deductible”) (after which the Buyer Indemnified Person shall recover only Losses in excess of the Materiality Strip Deductible) and (iii) the aggregate amount of Losses for which the Buyer Indemnified Persons may be indemnified pursuant to Sections 10.2.1(cthis Article 8 shall not exceed the aggregate amounts [*]. For example, (A) if the Buyer Indemnified Persons incur [*] of Losses for which they are entitled to indemnification pursuant to Section 8.1.1(a), and [*] of such Losses are [*], then the Buyer Indemnified Persons would be entitled to indemnification pursuant to Section 8.1.1(a) for [*] and (B) if the Buyer Indemnified Persons then later incur an additional [*] of Losses for which they are entitled to indemnification pursuant to Section 8.1.1(a), and [*] of such Losses [*], then the Buyer Indemnified Persons would be entitled to indemnification pursuant to Section 8.1.1(a) for an additional [*]. (b) 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) the rights of the Buyer Indemnified Persons under this Article 8 shall be the sole and exclusive remedy of the Buyer Indemnified Persons and their respective Affiliates with respect to claims under, or 10.2.1(dotherwise relating to the this Agreement and the Contemplated Transactions and (ii) the Escrow Account shall be the sole and exclusive means for the Buyer Indemnified Persons to collect any Losses for which they are entitled to indemnification under this Article 8. In the case of fraud, any Buyer Indemnified Person shall be entitled, at its option, to seek recourse against (without duplication) (i) the Escrow Account, (ii) the Equityholder or Equityholders, as applicable, in each case on the terms and subject to the conditions provided in Section 8.1.2(c), or for Losses arising from (iii) both the breach of any covenant Escrow Account and the Equityholder or agreement to be performed by Equityholders, as applicable, in each case on the Buyer after the Closing pursuant to Section 10.2.l(b), are not terms and subject to the monetary conditions provided in Section 8.1.2(c). (c) The limitations set forth in Sections 8.1.2(a), 8.1.2(b) and 8.3 shall not apply (i) in the case of fraud committed by the Company, to any claim by a Buyer Indemnified Person with respect to such fraud made against the Equityholders on or prior to the Fraud Survival Date and (ii) in the case of fraud committed by one or more Equityholders, to any claim by a Buyer Indemnified Person with respect to such fraud made against such Equityholders (but not any other Equityholders) on or prior to the Fraud Survival Date; provided that, in the case of clause (i), the Liability of the Equityholders for such fraud shall be several and not joint; and provided further that, in the case of both clauses (i) and (ii), in no event shall any Equityholder be liable to the Buyer Indemnified Persons for an amount in excess of the aggregate Initial Consideration, Series Bl Call Purchase Price set forth on Exhibit D (if any), Contingent Consideration (if any) and payments pursuant to the Carve Out Plan (if any) actually paid to such Equityholder pursuant to this Agreement or the Carve Out Plan. * 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. (d) None of Buyer or any of its Affiliates (including the Company) may set off against any payment required to be made by Buyer or any of its Affiliates (including the Company) to the Equityholders or to a Company Indemnified Party pursuant to this Agreement any amounts owed or claimed to be owed to Buyer or any of its Affiliates (including the Company) by any Equityholder or Company Indemnified Party (including, in either case, pursuant to this Article 8). For the avoidance of doubt, the limitations in this Section 10.2.28.1.2(d) shall not limit the express rights of the Buyer to deposit in the Escrow Account a portion of Milestone Payments pursuant to, and subject to the limitations set forth in, Section 8.1.3.

Monetary Limitations. The Buyer shall Parent will have no obligation to indemnify the Seller Securityholder Indemnified Persons pursuant to Section 9.02(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Securityholder Indemnified Persons exceeds $300,000 (at which point the Threshold Amount, in which case the Buyer shall Parent will indemnify the Seller Securityholder Indemnified Persons for all such Losses, including the Threshold Amount, and not only Losses incurred or suffered pursuant to the extent such Losses exceed the Threshold AmountSection 9.2(a)(i) in excess of $300,000), and the BuyerParent’s aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b9.02(a)(i) will not exceed Three Million Dollars ($3,000,000)an amount equal to the Escrow Amount; provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims (a) claims for indemnification pursuant to Sections 10.2.1(aSection 9.02(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 5.1 5.01 (Organization), 5.2 5.02 (Power and Authorization), 5.4(e5.04(b)(iii) (Breach of Organizational DocumentsNoncontravention) or 5.6 and 5.05 (No Brokers)) or (b) claims based upon fraud or intentional misrepresentation. Indemnification Claims for indemnification pursuant to Sections 10.2.1(cany other provision of Section 9.02(a) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in this Section 10.2.29.02(b). In addition to the limitations provided in this Section 9.02(b), Parent’s aggregate liability in respect to claims for indemnification pursuant to Section 9.02(a) shall not exceed the Total Merger Consideration; provided that the foregoing limitation will not apply to claims based upon fraud or intentional misrepresentation.

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

Monetary Limitations. The Buyer shall will have no obligation to indemnify the Seller Stockholder Indemnified Persons pursuant to this Section 9.2 in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Stockholder Indemnified Persons exceeds the Indemnification Threshold Amount, in (at which case the point Buyer shall will indemnify the Seller Stockholder Indemnified Persons for all such Losses, including Losses from the Threshold Amountfirst dollar), and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) this Agreement will not exceed Three Million Dollars ($3,000,000)an amount equal to the Escrow Amount; provided, however, that the foregoing monetary limitations in this Section 10.2.2 will Indemnification Threshold does not apply to Indemnification Claims (i) claims for indemnification pursuant to Sections 10.2.1(aSection 9.2(a)(ii) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), Organization of Buyer and Acquisition Sub) or 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational DocumentsAuthority for Agreement) or 5.6 5.4 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c’ Fees) or 10.2.1(d), or (ii) claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b9.2(a)(i); and provided, are not subject further, however, that the Indemnification Threshold shall in no way apply to the monetary limitations set forth obligation of Buyer to deliver the Purchase Price in accordance with the terms of this Section 10.2.2Agreement.

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

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

Monetary Limitations. The Buyer shall Securityholders will have no obligation to indemnify the Seller Parent Indemnified Persons pursuant to Section 9.01(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Seller Parent Indemnified Persons exceeds $300,000 (at which point the Threshold Amount, in which case the Buyer shall Securityholders will indemnify the Seller Parent Indemnified Persons for all such Losses, including the Threshold Amount, and not only Losses incurred or suffered pursuant to the extent such Losses exceed the Threshold AmountSection 9.1(a)(i) in excess of $300,000), and the Buyer’s Securityholders’ aggregate Liability liability in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty claims for indemnification pursuant to Section 10.2 1(aSections 9.01(a)(i), 9.01(a)(ii), 9.01(a)(iv) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to Section 9.01(a)(v) will be performed prior limited to the Closing pursuant to Escrow Amount as provided in Section 10.2.1(b) will not exceed Three Million Dollars ($3,000,0009.05(b); provided, however, that the that: (i) The foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims claims for indemnification pursuant to Sections 10.2.1(aSection 9.01(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Sections 5.1 4.01 (Organization), 5.2 4.02 (Power and Authorization), 5.4(e4.04(b)(iii) (Breach Noncontravention), 4.05 (Capitalization of Organizational Documents) or 5.6 Company), and 4.24 (No Brokers). Indemnification ; (ii) Claims pursuant to Sections 10.2.1(c) or 10.2.1(dfor indemnification under Section 9.1(a)(ii), Section 9.01(a)(iv) and Section 9.01(a)(v) will not be subject to the $300,000 deductible referred to above but will be subject to the overall limitation set forth in Section 9.05(b); and (iii) The foregoing limitations will not apply to claims based upon fraud or intentional misrepresentation. Claims for Losses arising from the breach of any covenant or agreement to be performed by the Buyer after the Closing indemnification pursuant to Section 10.2.l(b)9.01(a)(i) in respect of any breaches of Section 4.13 (Tax Matters) and claims for indemnification under Article X (collectively, “Tax Claims”) and claims for indemnification pursuant to any provision of Section 9.01(a)(iii) are not subject to the monetary limitations set forth in this Section 10.2.29.01(b). In addition to the limitations provided in Section 9.05(b), the aggregate liability of any Securityholder in respect of claims for indemnification pursuant to Section 9.01(a) shall not exceed the total Merger Consideration and/or Option Payments received by such Securityholder; provided, that the foregoing limitation will not apply to claims based upon fraud or intentional misrepresentation and will not apply to any claim against such Securityholder pursuant to Section 9.01(a)(iii). Notwithstanding anything to the contrary contained herein, other than with respect to claims based on the fraud or intentional misrepresentation of such Securityholder or a claim against such Securityholder pursuant to Section 9.01(a)(iii) and Tax Claims, no Securityholder shall be liable for more than its Pro Rata Escrow Percentage of any Loss subject to indemnification under Section 9.01 (a). With respect to any Tax Claims not fully covered by the Escrow Amount, each Securityholder will be liable for its Pro Rata Proceeds Percentage of such Tax Claims not fully covered by the Escrow Amount.

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

Monetary Limitations. The Buyer Notwithstanding any other provision of this Agreement, (i) no Seller shall have no any obligation to indemnify the Seller Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty Buyer Indemnitee pursuant to Section 10.2.1(a) 10.2.6 (other than with respect to breaches or Losses arising from inaccuracies of the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(brepresentations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) unless and 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 Seller 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 ($2,000,000) (the Threshold Amount"Minimum Aggregate Loss"), in which case the Buyer Sellers shall indemnify only be liable for the Seller Indemnified Persons for amount by which all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold AmountMinimum Aggregate Loss and (ii) the aggregate liability of the 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 the Buyer’s aggregate Liability 5.30) shall in respect of Indemnification Claims arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a) and Indemnification Claims brought after Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b) will not no event exceed Three Forty Million Dollars ($3,000,00040,000,000) (the "Maximum Aggregate Loss"); provided. Notwithstanding the foregoing, however, it is understood that the foregoing monetary limitations 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 this Section 10.2.2 will not apply to Indemnification Claims Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 or 5.30 or pursuant to Sections 10.2.1(a10.2.1, 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") in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(e) (Breach of Organizational Documents) or 5.6 (No Brokers). Indemnification Claims pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach of any covenant or agreement to shall not be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not subject to the monetary limitations set forth in 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 sole responsibility of, any Seller for indemnification pursuant to this Section 10.2.2Article 10 (except for claims for breaches of the Surviving Representations, Warranties and Obligations) shall be from such Seller's Seller's Percentage of the Escrow Account pursuant to the Escrow Agreement and from amounts due to such Seller pursuant to the Earnout Agreement. In no event shall the aggregate liability of any Seller for indemnification pursuant to this Article 10 exceed the aggregate consideration received by such Seller pursuant to this Agreement, the Earnout Agreement and the Escrow Agreement.

Monetary Limitations. The Buyer shall Purchaser will have no obligation to indemnify the Seller Spectrum Indemnified Persons in respect of to Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2.1(a14.2.1(a) or Losses arising from and the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.2.1(b)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 Seller Spectrum Indemnified Persons exceeds the Threshold Amount, in Indemnity Basket (at which case the Buyer shall point Purchaser will indemnify the Seller Spectrum Indemnified Persons for all such LossesLosses exceeding the Indemnity Basket). Further, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the BuyerPurchaser’s aggregate Liability liability in respect of Indemnification Claims claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 10.2 1(a14.2.1(a) and Indemnification Claims claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing by Purchaser hereunder pursuant to Section 10.2.1(b14.2.1(b) will not exceed Three Million Dollars ($3,000,000)the Maximum Indemnity Cap; provided, however, that the foregoing monetary limitations in this Section 10.2.2 will not apply to Indemnification Claims (a) claims for indemnification pursuant to Sections 10.2.1(aSection 14.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in the following Sections 5.1 of this Agreement: 8.1 (Organization), 5.2 8.2 (Power and Authorization), 5.4(e8.4(d) (Breach of Organizational Documents) or 5.6 8.5 (No Brokers)) or (b) claims based upon fraud or intentional misrepresentation. Indemnification Claims for indemnification pursuant to Sections 10.2.1(c) or 10.2.1(d), or for Losses arising from the breach any other provision of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), 14.2.1 are not subject to the monetary limitations set forth in this Section 10.2.214.2.2.