Common use of Monetary Limitations Clause in Contracts

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) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty 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 Section 9.2(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a).

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) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty 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) PurchaserSeller’s aggregate liability in respect of claims for indemnification pursuant to this Section 9.2(a)(i6 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 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 not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the foregoing limitations will not apply to (a) remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 9.2(a)(i6 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 any Fundamental Representation subsections [*], or (b) claims based upon fraud 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 intentional misrepresentationpayable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); provided, further 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 of, or inaccuracies in, any representation or warranty set forth in the following Sections of Fundamental Representations this Agreement : 3.1 (except with respect Organization and Qualification), 3.2 (Authority to claims based upon fraud) or 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 9.2(a)(iii6.3), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b6.2(c), 6.2(d), 6.2(e) and Section 2.5(aor 6.2(f).

Monetary Limitations. (ia) Purchaser will Except with respect to Fraud, Sellers shall not have no any obligation to indemnify Seller Indemnified Parties pursuant to Parent under Section 9.2(a)(i6.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties for which Sellers are obligated to indemnify Parent pursuant to Section 6.2(a)(i) exceeds [***] $225,000 (the “Basket”), at which point Purchaser will Sellers shall indemnify Seller Indemnified Parties Parent for all such Losses in excess of such amountthe Basket (subject to the Cap); provided, however, that Sellers’ aggregate liability to Parent (i) under Section 6.2(a)(i) shall not exceed the foregoing limitations will 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 apply exceed the sum of (x) the Indemnification Escrow Cash Amount plus (y) the aggregate value of the Deferred Consideration and the Earnout Consideration (collectively, the “Cap”). (b) Parent shall not have any obligation to (aindemnify Sellers under Section 6.2(b)(i) claims until the aggregate amount of all Losses for indemnification which Parent is obligated to indemnify Sellers pursuant to Section 9.2(a)(i6.2(b)(i) exceeds the Basket, at which point Parent shall indemnify Sellers for all such Losses in respect excess of breaches of, or inaccuracies in any Fundamental Representation or the Basket (bsubject to the Cap) claims based upon fraud or intentional misrepresentation; (iii) Purchaserand Parent’s aggregate liability in respect of claims for indemnification pursuant to Sellers under Section 9.2(a)(i6.2(b)(i) will shall not exceed an aggregate amount equal to [***]; providedthe Cap. (c) NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, that the foregoing limitations will not apply to LOST PROFITS, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES UNLESS CLAIMED BY A THIRD-PARTY AND SUBJECT TO AN INDEMNIFICATION OBLIGATION IN SUCH REGARD. (ad) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except Except with respect to claims based upon fraud) or claims 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 pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)Agreement.

Monetary Limitations. (ia) Purchaser The Seller will have no obligation to indemnify Seller the Buyer Indemnified Parties pursuant to Section 9.2(a)(i) in respect Persons for any individual claim, or group 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 [***] related claims resulting from any single claim or aggregated claims arising out of the same factsfact or circumstance, events or circumstances; providedof less than $25,000 U.S. Dollars (each, that a “Deductible Claim”). In addition, the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser 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 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 full amount of all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] claims from dollar one (at which point Purchaser will indemnify Seller Indemnified Parties for excluding any and all such Losses in excess of such amountDeductible Claims); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant . Subject to Section 9.2(a)(i7.1.2(b) in respect of breaches ofbelow, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaserthe Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i) 7 will not exceed an aggregate the amount equal to [***]; provided, that of the Indemnity Letter of Credit. The foregoing limitations in this Section 7.1.2(a) will not apply to claims under Section 7.1.1(a) as a result of fraud by the Company or the Seller. (ab) Notwithstanding the foregoing, (i) the Seller’s aggregate liability in respect of claims for indemnification pursuant to for Company Retail Business Liabilities under Section 9.2(a)(i7.1.1(c) above will not exceed $2,000,000 Canadian dollars and (ii) the Seller’s aggregate liability in respect of claims for indemnification due to breaches of, or inaccuracies in, the representations and warranties set forth in any Fundamental Representation or Section 4.5(a) (bTitle) claims based upon fraud or intentional misrepresentationwill not exceed the amount of the Fund Commitment Letter; provided, further however, that for any claims for indemnification as a result of a breach of the representations and warranties in Section 4.5(a) will be paid first from the Indemnity Letter of Credit and then, upon the earlier of the expiration of the Indemnity Letter of Credit or the draw down of the entire Indemnity Letter of Credit, pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)the Fund Commitment Letter.

Monetary Limitations. (ia) Purchaser will have no obligation Each Seller’s liability under this Agreement shall be limited to indemnify Seller Indemnified Parties pursuant the share of the Closing Purchase Price actually received by it. (b) Buyer’s right to Section 9.2(a)(i) indemnification for Claims in respect of Losses, nor shall such Losses be included in calculating Sellers’ breach of the aggregate Losses pursuant to Section 9.2(b)(ii), Business Warranties (other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches ofSections 6.8(a) and 6.8(b)) shall be limited to the Escrow Amount (Claims) deposited on the Escrow Account (Claims), or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation which amount shall constitute Sellers’ aggregate maximum liability under such Business Warranties, and Buyer’s right to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) indemnification in respect of Losses arising from Sellers’ Business Warranties set out in Sections 6.8(a) and 6.8(b) shall be limited to USD 50,000,000, which amount shall constitute Sellers’ aggregate maximum liability under Sections 6.8(a) and 6.8(b). (c) Buyer has no right to indemnification in respect of Sellers’ breach of the breach ofBusiness Warranties, unless the Loss or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all the Losses, subject to any limitations under this Section 8.2, exceeds USD 3,000,000. If the aggregate amount of Losses exceeds such threshold, Buyer shall have the right to indemnification for the whole amount of such Losses incurred (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 suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses series of Losses, in excess of such amount); providedeach case, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches ofSellers’ breach of the Business Warranties, arising from substantially identical facts or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability 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 claims for indemnification pursuant to Section 9.2(a)(i) will not exceed an Sellers’ breach of the Business Warranties or the aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)such Losses.

Monetary Limitations. (i) Purchaser Bayer will have no obligation to indemnify Seller the Genzyme 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) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein 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 and until the aggregate amount of all such Losses incurred or suffered by Seller the Genzyme Indemnified Parties Persons exceeds $[***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); providedthe “Indemnity Basket”) [**]. Further, 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) PurchaserBayer’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 9.2(a)(i13.1.1(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 an aggregate amount equal to [**] (i) [**] or (ii) $[**] (such amount, the “Maximum Indemnity Cap”); and Genzyme Indemnified Persons shall be limited to recovering from Bayer in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b), (x) [**] and (y) [**]; provided. Except as provided in Section 13.1.3, that the foregoing monetary limitations contained in this Section 13.1.2 will not apply to (a1) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of[**], or inaccuracies in any Fundamental Representation or (b2) claims based upon fraud or intentional misrepresentation; provided. Except as provided in Section 13.1.3, further that for claims for indemnification pursuant to breaches [**] are not subject to the monetary limitations set forth in this Section 13.1.2. [**] = Portions of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification this exhibit have been omitted pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under a confidential treatment request. An unredacted version of this Agreement pursuant to Section 2.1(b) and Section 2.5(a)exhibit has been filed separately with the Commission.

Monetary Limitations. (i) Purchaser Seller will have no obligation not be obligated 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) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and Buyer Indemnitees hereunder until the aggregate amount of all such Losses incurred or Damages suffered by Seller Indemnified Parties the Buyer Indemnitees exceeds [***] Fifty Thousand Dollars (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount$50,000) (the “Indemnification Threshold”); provided, however, that indemnification for Damages 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 foregoing limitations 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 Section 2.1(d). (a) claims for Once the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds the Indemnification Threshold, the Buyer Indemnitees shall be entitled to indemnification pursuant from and against all Damages relating back to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or the first dollar. (b) claims based upon Notwithstanding the foregoing, the maximum amount of Damages payable to the Buyer Indemnitees hereunder with respect to indemnification hereunder is equal to the amount of the Purchase Price that has been actually received by the Seller 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 intentional misrepresentation;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). (iiic) Purchaser’s Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations or warranties until the aggregate liability in 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 indemnification for Damages 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 Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of claims for indemnification pursuant to Section 9.2(a)(i) will not exceed representations and warranties is an aggregate amount equal to [***]the Indemnification Cap; provided, however, that the foregoing limitations will not apply to (a) claims indemnification for indemnification pursuant to Section 9.2(a)(i) in respect of breaches Claims arising out of, resulting from or inaccuracies in relating to a breach of any Fundamental Representation representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Cap. (bd) claims 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 fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches arising out of any inaccuracy in or inaccuracies breach of Fundamental Representations (except with respect to claims based upon fraud) any of the representations or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to warranties of Seller under contained in this Agreement pursuant if Buyer has knowledge of such inaccuracy or breach prior to Section 2.1(b) and Section 2.5(a)the Closing.

Monetary Limitations. (i) Purchaser Seller will have no obligation not be obligated 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) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and Buyer Indemnitees hereunder until the aggregate amount of all such Losses incurred or Damages suffered by Seller Indemnified Parties the Buyer Indemnitees exceeds [***] Twenty-Five Thousand Dollars (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount$25,000) (the “Indemnification Threshold“); provided, however, that indemnification for Damages 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 foregoing limitations 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 Section 2.1(d). (a) claims for Once the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds the Indemnification Threshold, the Buyer Indemnitees shall be entitled to indemnification pursuant from and against all Damages relating back to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or the first dollar. (b) claims based upon Notwithstanding the foregoing, the maximum amount of Damages payable to the Buyer Indemnitees hereunder with respect to indemnification hereunder is equal to the amount of the Purchase Price that has been actually received by the Seller 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 intentional misrepresentation;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). (iiic) Purchaser’s Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations or warranties until the aggregate liability in 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 indemnification for Damages 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 Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of claims for indemnification pursuant to Section 9.2(a)(i) will not exceed representations and warranties is an aggregate amount equal to [***]the Indemnification Cap; provided, however, that the foregoing limitations will not apply to (a) claims indemnification for indemnification pursuant to Section 9.2(a)(i) in respect of breaches Claims arising out of, resulting from or inaccuracies in relating to a breach of any Fundamental Representation representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Cap. (bd) claims 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 fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches arising out of any inaccuracy in or inaccuracies breach of Fundamental Representations (except with respect to claims based upon fraud) any of the representations or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to warranties of Seller under contained in this Agreement pursuant if Buyer has knowledge of such inaccuracy or breach prior to Section 2.1(b) and Section 2.5(a)the Closing.

Monetary Limitations. (ia) Purchaser Each SPA Seller will have no obligation to indemnify Seller the Buyer Indemnified Parties Persons pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i7.1.1(a) in respect of Losses arising from the a breach of, or inaccuracy in, any representation or warranty described therein (collectively, “Buyer APA R&W Losses”) unless and until the aggregate amount of all such aggregate amount of all Buyer APA R&W Losses incurred or suffered by Seller 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 Parties exceeds [***] (at which point Purchaser Persons will indemnify Seller Indemnified Parties be indemnified for all such Standard Buyer R&W Losses in excess of such amountthe Deductible Amount as set forth herein) (the “Indemnity Basket”); provided, however, that the foregoing limitations Indemnity Basket will not apply to (ai) claims for indemnification pursuant to Section 9.2(a)(i7.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in any 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 (No Brokers) (the “Seller Fundamental Representation Representations”), or (bii) claims based upon fraud intentional criminal conduct or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect of claims fraud. Claims for indemnification pursuant to Section 9.2(a)(i7.1.1(a) (other than claims for indemnification in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional or criminal conduct or fraud) will not exceed an aggregate amount equal $2,050,000, with $50,000 payable by the Sellers directly in the manner required pursuant to [***]; provided, that Section 7.1.1 and the foregoing limitations will not apply to (a) claims balance payable exclusively from the R&W Insurance Policy. Claims for indemnification pursuant to Section 9.2(a)(i7.1.1(a) in respect of breaches of, or inaccuracies in any in, Seller Fundamental Representation Representations or (b) claims based upon intentional, criminal conduct or fraud or intentional misrepresentation; provided, further that for and claims for indemnification pursuant to breaches any provision of or inaccuracies of Fundamental Representations Section 7.1.1 (except with respect other than Section 7.1.1(a)) are not subject to claims based upon fraud) or claims for indemnification pursuant to the monetary limitations set forth in this Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)7.1.2.

Monetary Limitations. (i) Purchaser Seller will have no obligation to indemnify Seller Buyer Indemnified Parties Persons pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i8.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (i) 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 Seller Buyer Indemnified Parties Persons exceeds [***] $4,570,000 (the “Deductible”) (at which point Purchaser Seller will indemnify Seller Buyer Indemnified Parties Persons 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 but not including, the Deductible) (it being understood that any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchasernot meeting the Threshold shall not be counted toward the Deductible). Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i8.1(a)(i) will and (iv) shall not exceed an aggregate amount equal to [***]$30,000,000 (the “Cap”); provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in any Fundamental Representation Section 3.1 (Due Organization), Section 3.2 (Authorization and Validity of Agreement), Section 3.5 (Capitalization; Shares; Subsidiaries) or Section 3.21 (b) claims based upon fraud or intentional misrepresentationFinders; Brokers); provided, further further, that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.13 (Tax Matters) will be subject to the Cap but will not be subject to the Threshold and the Deductible. Claims for indemnification pursuant to any other provision of Section 8.1(a) are not subject to the monetary limitations set forth in this Section 8.1(b); provided, Purchaserhowever, that in no event will Seller’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement in respect of claims for indemnification pursuant to Section 2.1(b8.1(a) and Section 2.5(a)exceed the amount of the Purchase Price.