Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. The Stockholders will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Sections 9.1(a)(ii) and 9.1(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or covenant described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $1,000,000 (the “Indemnification Threshold”) (at which point the Buyer Indemnified Persons will be indemnified for all Losses from the first dollar); provided, however, the Indemnification Threshold does not apply to claims for indemnification pursuant to Section 9.1(a)(i), Section 9.1(a)(ii) (in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.15 (Taxes)), Sections 9.1(a)(iv), 9.1(a)(v) or 9.1(a)(vi), or claims pursuant to any Letter of Transmittal. The obligations of the Stockholders to indemnify the Buyer Indemnified Persons shall be subject to the additional limits set forth in this Article IX, including in Section 9.7.

Monetary Limitations. The Stockholders Buyer will have no obligation to indemnify the Buyer Stockholder Indemnified Persons pursuant to Sections 9.1(a)(ii) and 9.1(a)(iii) this Section 9.2 in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or covenant described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Stockholder Indemnified Persons exceeds $1,000,000 (the “Indemnification Threshold”) Threshold (at which point Buyer will indemnify the Buyer Stockholder Indemnified Persons will be indemnified for all Losses from the first dollar), and Buyer’s aggregate liability in respect of claims for indemnification pursuant to this Agreement will not exceed an amount equal to the Escrow Amount; provided, however, that the Indemnification Threshold does not apply to (i) claims for indemnification pursuant to Section 9.1(a)(i), Section 9.1(a)(ii9.2(a)(ii) (in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 5.1 (Organization of Buyer and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.15 (Taxes)), Sections 9.1(a)(iv), 9.1(a)(vAcquisition Sub) or 9.1(a)(vi), 5.2 (Authority for Agreement) or 5.4 (Brokers’ Fees) or (ii) claims for indemnification pursuant to any Letter of Transmittal. The obligations of Section 9.2(a)(i); and provided, further, however, that the Stockholders to indemnify the Buyer Indemnified Persons Indemnification Threshold shall be subject in no way apply to the additional limits set forth obligation of Buyer to deliver the Purchase Price in accordance with the terms of this Article IX, including in Section 9.7Agreement.

Monetary Limitations. The Stockholders will (i) No Seller shall have no any obligation to indemnify the Buyer Purchaser Indemnified Persons Parties pursuant to Sections 9.1(a)(iiSection 9.2(a)(i) and 9.1(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or covenant described therein this Agreement unless the aggregate amount of all such Losses actually incurred or suffered by the Buyer Purchaser Indemnified Persons Parties exceeds $1,000,000 25,000 (the “Indemnification ThresholdDeductible”) (), at which point the Buyer Sellers shall indemnify and hold harmless the Purchaser Indemnified Persons will be indemnified Parties only for all Losses from in excess of the first dollar)Deductible; provided, howeverprovided that the foregoing Deductible shall not apply in the case of Fraud. (ii) Except in the case of Fraud, the Indemnification Threshold does not apply to aggregate liability of an individual Seller in respect of claims for indemnification pursuant to Section 9.1(a)(i), 9.2 of this Agreement shall be limited to (A) the amount of Cash Consideration paid to such Seller under Section 9.1(a)(ii1.2(b) of this Agreement; (B) the reimbursement or offset (as applicable) of any Earnout Payments paid or payable in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.15 (Taxes)), Sections 9.1(a)(iv), 9.1(a)(v) or 9.1(a)(vi), or claims cash to such Seller pursuant to Section 1.3 of this Agreement; or (C) an offset, first of distributions then owing and unpaid on any Letter Purchaser Units issued to such Seller hereunder and second of Transmittal. The obligations of the Stockholders any Purchaser Units issued to indemnify the Buyer Indemnified Persons shall be subject to the additional limits set forth such Seller hereunder in this Article IX, including in accordance with Section 9.79.4 below.

Monetary Limitations. The Stockholders Purchaser will have no obligation to indemnify the Buyer Bayer Indemnified Persons pursuant to Sections 9.1(a)(ii) and 9.1(a)(iii) in respect of to Losses arising from the breach of, or inaccuracy in, any representationrepresentation or warranty pursuant to Section 14.2.1(a) and the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.2.1(b) with respect to [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. claims brought after the Closing, warranty or covenant described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Bayer Indemnified Persons exceeds $1,000,000 (the “Indemnification Threshold”) Indemnity Basket (at which point Purchaser will indemnify the Buyer Bayer Indemnified Persons will be indemnified for all such Losses exceeding the Indemnity Basket). Further, Purchaser’s aggregate liability in respect of claims for indemnification arising from the first dollar)breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.2.1(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 14.2.1(b) will not exceed the Maximum Indemnity Cap; provided, however, that the Indemnification Threshold does foregoing limitations will not apply to claims for indemnification pursuant to Section 9.1(a)(i), Section 9.1(a)(ii) (in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization and Authority), 3.2 (Capitalization and Ownership), 3.4 (Authorization of Transaction), 3.15 (Taxes)), Sections 9.1(a)(iv), 9.1(a)(v) or 9.1(a)(vi), or claims pursuant to any Letter of Transmittal. The obligations of the Stockholders to indemnify the Buyer Indemnified Persons shall be subject to the additional limits set forth in this Article IX, including in Section 9.7[***].