Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. Bayer will have no obligation to indemnify the Purchaser Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Purchaser Indemnified Persons exceeds [***] (the “Indemnity Basket”) (at which point Bayer will indemnify the Purchaser Indemnified Persons for all such Losses exceeding [***]). Further, Bayer’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(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 14.1.1(b), will not exceed [***] (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 14.1.2 will not apply to [***].

Monetary Limitations. Bayer Purchaser will have no obligation to indemnify the Purchaser Bayer Indemnified Persons in respect of to Losses arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a14.2.1(a) or and the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b14.2.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by the Purchaser Bayer Indemnified Persons exceeds [***] (the “Indemnity Basket”) Basket (at which point Bayer Purchaser will indemnify the Purchaser Bayer Indemnified Persons for all such Losses exceeding [***]the Indemnity Basket). Further, BayerPurchaser’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a14.2.1(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 14.1.1(b), 14.2.1(b) will not exceed [***] (such amount, the “Maximum Indemnity Cap”). The monetary ; provided, however, that the foregoing limitations contained in this Section 14.1.2 will not apply to [***]. [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.