Common use of Indemnification Limitations Clause in Contracts

Indemnification Limitations. (a) In no event shall the Sellers be liable for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”), or (ii) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess of the Indemnification Cap.

Indemnification Limitations. (a) In no event Sellers shall the Sellers not be liable for indemnification any Losses (i) unless the Claim for such Losses is brought prior to the Claim Release Date, other than a Claim based on a breach of a Fundamental Representation, which Claim must be brought prior to the applicable Extended Release Date, (ii) unless and until the amount of any individual Loss or group of related Losses with respect to any Claim pursuant to Section 10.2(a)(i9.2(a)(i) exceeds $50,000 (other than in respect of the representations and warranties in Section 4.1 (Corporate Status“Per Claim Threshold”), Section 4.2 it being understood that (Authority), A) any such individual Claim or group of related claims for amounts less than the first two sentences Per Claim Threshold shall be ignored in determining whether the Deductible has been exceeded and (B) the Per Claim Threshold shall not apply to Claims based on a breach of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes)a Fundamental Representation or a Specified Representation, and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)iii) unless and until the aggregate amount of all Losses incurred by any Buyer Indemnitee with respect to any Claim pursuant to Section 10.2(a)(i9.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 840,000 (the “Threshold AmountDeductible”), in which case the Purchaser Indemnified Parties Seller shall be entitled to indemnification liable only for all the amount of such indemnifiable Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 the Deductible; provided, however, that the Deductible shall not apply to Claims based on a breach of a Fundamental Representation or a Specified Representation. In no event shall Sellers be obligated to indemnify the Buyer Indemnitees under Section 9.2(a)(i) in excess of the Indemnity Escrow Amount (the “Indemnification Cap”); provided, or (iihowever, that the Cap shall not apply to Claims based on a breach of a Fundamental Representation. For the avoidance of doubt, in the event any Buyer Indemnitee is entitled to recover an amount of Losses under Section 9.2(a) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect the provisions of the Excluded Representations) to the extent this Article IX, such Loss and all Losses arising amount shall be recoverable, first, out of the same facts and circumstances arethen-outstanding Indemnity Escrow Funds, in then, if such funds are insufficient to cover the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and amount of Losses for which such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount)Buyer Indemnitee is entitled to recover via direct recovery from Sellers. Notwithstanding anything to the contrary herein, Sellers in no event shall have ninety (90) days after either Sellers, on the receipt of an indemnification claim one hand, or US Buyer, on the other hand, be liable for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess of the Indemnification CapBase Purchase Price in connection with Claims under this Article IX.

Indemnification Limitations. (a) In no event shall the Sellers Seller be liable for indemnification pursuant to Section 10.2(a)(i9.2(a)(i) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status9.2(a)(ii), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i9.2(a)(i) and 9.2(a)(ii) that are imposed on or incurred by the Purchaser Indemnified Parties thereunder exceeds $1,400,000 5,000,000 (the “"Threshold Amount”"), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both in excess of the Threshold Amount and any amounts in excess thereofAmount. Notwithstanding anything herein to the contraryforegoing, the Sellers Seller shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i9.2(a)(i) (other than in respect of the Excluded Representationsand 9.2(a)(iv) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”), or (ii) 85,000,000. In no event shall Seller be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i9.2(a)(iv) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such the aggregate of all Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in with respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products thereto that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out thereunder exceeds $2,000,000, in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all such Losses that are in excess of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses)$2,000,000. Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i9.2(b)(i) in an aggregate amount in excess of $85,000,000. In calculating amounts payable to an Indemnified Party, the Indemnification Capamount of the indemnified Losses shall not be duplicative of any other Loss for which an indemnification claim has been made, and shall be computed net of (i) payments recovered by the Indemnified Party under any insurance policy with respect to such Losses, (ii) any prior or subsequent recovery by the Indemnified Party from any Person (other than an Indemnifying Party) with respect to such Losses and (iii) any Tax benefit that may be available to the Indemnified Party arising from the incurrence or payment of any such Loss. In the event the Closing occurs, the indemnification provisions of Section 8.4 and this Article 9 shall be the sole and exclusive remedy of Seller (and the other Seller Indemnified Parties) and Purchaser (and the other Purchaser Indemnified Parties) and each other party to this Agreement for any breach of any representation, warranty, covenant or agreement made in this Agreement (other than for specific performance or injunctive relief) and each party to this Agreement hereby waives all statutory, common Law and other claims with respect to this Agreement, other than claims for indemnification with respect to this Agreement pursuant to (and in accordance with the terms of) Section 8.4 and this Article 9 and other than claims for specific performance or injunctive relief; provided, however, that nothing contained in this Agreement shall limit any party's remedies for fraud or intentional misrepresentation. Notwithstanding anything herein to the contrary, in no event shall Seller or Purchaser be liable for any special or punitive damages, consequential damages (other than lost profits) or damages measured on the basis of a multiple of earnings or similar financial measure, and Purchaser shall not be entitled to recover or seek any remedy under this Agreement (i) with respect to any claim or liability to any employee employed by any of the Companies or any of their Subsidiaries arising as a result of the termination of such employee's employment after the Closing Date (except to the extent arising out of a breach of any representation or warranty of Seller hereunder relating to severance or other payments or obligations in connection with such termination) or (ii) to the extent that such amount is included in the Working Capital Adjustment Amount.

Indemnification Limitations. (a) In no event shall the Sellers Honeywell be liable for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”9.2(a)(i) and Section 4.17 (Sufficiency of Assets)9.2(a)(iv) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i9.2(a)(i) and Section 9.2(a)(iv) that are imposed on or incurred by Purchaser exceeds 1% of the Purchaser Indemnified Parties exceeds $1,400,000 Purchase Price (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both in excess of the Threshold Amount Amount; provided, however, that the limitation set forth in this sentence shall not apply with respect to any claim for indemnification in respect of any breach of a Seller Fundamental Representation and Warranty, and provided further that in no event shall Honeywell be liable for indemnification pursuant to Section 9.2(a)(i) with respect to breaches of Seller Fundamental Representations and Warranties for any amounts Losses in excess thereofof the Purchase Price. Notwithstanding anything herein to the contraryforegoing, the Sellers Honeywell shall not (ix) be required to make payments for indemnification pursuant to Section 10.2(a)(i9.2(a)(i) (other than in respect of the Excluded Representationsand Section 9.2(a)(iv) in an aggregate amount in excess of $18,000,000 (11.25% of the “Indemnification Cap”), Purchase Price or (iiy) be liable for indemnification with respect to any Loss by the Purchaser an Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect Party of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 125,000 or, with respect to a claim under Section 3.11 or Section 9.2(a)(iv), $150,000, for each individual matter for which a claim is made hereunder (each, a “De Minimis Loss”) (and all such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless Amount; provided, however, that the limitations set forth in clauses (x) and until such Losses arising out (y) of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything this sentence shall not apply with respect to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification any claim for any Loss by the Purchaser Indemnified Parties indemnification in respect of Section 4.20(b) (Products Liability; any Seller Fundamental Representation and Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess of the Indemnification Cap.

Indemnification Limitations. Buyer on the one hand and the Sellers on the other hand may recover under indemnification claims under Sections 8.1(b) and 8.2(b), respectively, (a) In no event shall only to the Sellers be liable for indemnification pursuant to Section 10.2(a)(i) (other than extent such Party’s claims in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(ihave exceeded Seven Hundred and Fifty Thousand Dollars ($750,000) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled ) and (b) only up to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(ian aggregate indemnified amount of Fifteen Million Dollars ($15,000,000) (other than in respect of the Excluded Representations“Buyer Cap”) in for claims under Section 8.2(b), (ii) an aggregate amount in excess of Twenty Million Dollars ($18,000,000 20,000,000) (the “Indemnification Healthcare Cap”), or (ii) be liable for indemnification claims arising under Section 8.1(b) with respect to any Loss breaches by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(iSellers of Sections 2.20, 2.21, 2.22. 2.23, 2.26 and 2.29 (the “Healthcare Claims”) and (iii) an aggregate amount of Fifteen Million Dollars ($15,000,000) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis LossGeneral Sellers Cap”) with respect to all other claims arising under Section 8.1(b) (and the “General Buyer Claims”). After the aggregate of all such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on suffered or incurred by the Purchaser Indemnified Parties arising out of Party exceeds the Threshold Amount, the Indemnifying Party shall be obligated to indemnify the Indemnified Party for all such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount Losses that are in excess of the Indemnification Threshold Amount; provided that the Threshold Amount shall not be counted as a claim applying against the Buyer Cap, the General Sellers Cap or the Healthcare Cap, as applicable. Any indemnity amounts paid by the Sellers for the General Buyer Claims shall reduce the amount of the Healthcare Cap on a dollar-for-dollar basis and any indemnity amounts paid by the Sellers for Healthcare Claims shall reduce the amount of the General Sellers Cap on a dollar-for-dollar basis. This Section 8.5 shall not apply to fraud or to any intentional breach of any representation or warranty. No adjustment to the Purchase Price in accordance with Section 1.3 shall apply towards the Threshold Amount, the General Sellers Cap or the Healthcare Cap.

Indemnification Limitations. (a) In no event shall the Sellers Honeywell be liable for indemnification pursuant to Section 10.2(a)(i9.2(a)(ii)(A) (other than in respect of the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority)Sections 3.2, the first two sentences of each of Section 4.4(aSections 3.4(a) and 4.4(b) (Capitalization3.4(b), Section 4.7 (Taxes)3.7, and Section 4.21 3.20 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i9.2(a)(ii)(A) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds nine hundred thousand dollars ($1,400,000 900,000) (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers Honeywell shall not (ix) be required to make payments for indemnification pursuant to Section 10.2(a)(i9.2(a)(ii)(A) (other than in respect of Section 3.2, the Excluded Representationsfirst two sentences of each of Sections 3.4(a) and 3.4(b), Section 3.7 and Section 3.20) in an aggregate amount in excess of nine million dollars ($18,000,000 9,000,000) (the “Indemnification Cap”), or (iiy) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i9.2(a)(ii)(A) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i9.2(b)(i) in an aggregate amount in excess of the Indemnification Cap.

Indemnification Limitations. (ai) In no event Notwithstanding anything contained herein to the contrary (other than as to claims that constitute Tax Claims as provided in Section 12(c)(iii) and other than as to claims for Fraud as provided in Section 12(c)(iv), Indemnified Persons shall the Sellers not be liable for entitled to indemnification with respect to claims that are made pursuant to Section 10.2(a)(i12(b) for any claim until and unless the Indemnifiable Damages resulting from such individual claim or series of related claims exceeds $75,000 (other than as further described in respect of the representations and warranties in Section 4.1 clause (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(avi) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectivelybelow, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties exceeds $1,400,000 (the “Threshold AmountClaim Threshold”), in which case whereupon the Purchaser Indemnified Parties Persons shall be entitled to indemnification receive all amounts for all Losses from the first dollar, including both the Threshold Amount and losses for any amounts in excess thereof. Notwithstanding anything herein claim (or a group of claims relating to the contrarysame facts or circumstances, the Sellers shall not (ievent or transaction) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount that are in excess of $18,000,000 the Claims Threshold subject to the other limitations of this Section 12 (the such claims being referred to as “Indemnification CapQualifying Claims”). Except for Tax Claims as provided in Section 12(c)(iii), or Indemnified Persons shall be entitled to payment for Qualifying Claims only as follows: (iix) the Qualifying Claim shall be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect paid solely out of the Excluded RepresentationsIndemnity Escrow Amount; and (y) as to the balance of the Qualifying Claim that exceeds the remaining balance of the Indemnity Escrow Amount, such amount shall be paid solely through the R&W Insurance Policy. Notwithstanding the foregoing, the Claim Threshold shall not apply to claims to the extent such Loss and all Losses arising out of the same facts and circumstances areclaims are (x) caused by Fraud, (y) in connection with or caused by any inaccuracies in the aggregateFunds Flow Memorandum Indemnity Matters, less than $15,000 or (eachz) relating to a breach of a representation or a warranty set forth in Section 3(n) (Taxes) or relating to a breach of a covenant or an agreement set forth in Section 8 (Covenants Regarding Tax Matters) (each such claim described in clause (z), a “De Minimis LossTax Claim”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary set forth herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim except for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products claims that are the subject of such claim, which such commercially reasonable alternative is caused by Fraud (subject to the prior written approval terms of Section 12(c)(iv)) or are in connection with any inaccuracies in the Funds Flow Memorandum Indemnity Matters, (1) for claims other than Tax Claims, the aggregate Liability of the Purchaser Indemnified Party, Sellers under this Section 12 shall not to be unreasonably withheld, conditioned or delayed exceed the remaining balance of the Indemnity Escrow Amount and (it being understood 2) for claims that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, constitute Tax Claims (subject to the termsterms of Section 12(c)(iii)), conditions and limitations contained herein, be considered indemnifable Losses). Purchaser the aggregate Liability of the Sellers for Tax Claims shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess exceed the remaining balance of the Indemnification CapTax Escrow Amount.

Indemnification Limitations. (a) In Notwithstanding anything to the contrary in this Agreement or the Transaction Documents except for the limitation imposed by the statute of limitations as provided in Section 10.1, there shall be no event shall the Sellers be liable limit on liability for indemnification pursuant or otherwise with respect to Section 10.2(a)(i) (other than in Misrepresentation Matters. Except with respect of the representations and warranties in Section 4.1 (Corporate Status)to Misrepresentation Matters, Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i10.2(a), from and after the Effective Time, (1) that are imposed on (x) in the case of any indemnification claim as a result of, related to, arising out of or incurred by in connection with any inaccuracies or misrepresentations in, or breaches of, any of the Purchaser Indemnified Parties exceeds $1,400,000 Fundamental Representations (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification CapFundamental Representation Claims”), or (y) in the case of any indemnification claim as a result of, related to, arising out of or in connection with clauses (ii) through (vii) of Section 10.2(a) (together with the Fundamental Representation Claims, the “Exceptional Claims”), the Seller shall not be liable obligated to indemnify the Indemnified Parties for any amounts in excess of the Total Merger Consideration actually paid or payable by Parent to Seller (including amounts held in the Escrow Fund or applied to pay Company Transaction Costs or Indebtedness), (2) in the case of any indemnification claim as a result of, related to, arising out of or in connection with any inaccuracies or misrepresentations in, or breaches of, any of the representation and warranties set forth in Sections 3.11(e), 3.11(o) and 3.11(aa) (specified sections of Intellectual Property and Related Matters) or Section 3.13 (Privacy and Data Protection) (such indemnification claims described in this clause (2), the “IP Claims”), Seller shall not be obligated to indemnify the Indemnified Parties for any amounts in excess of the Escrow Amount plus $10,000,000, (3) in the case of indemnification for all other claims under Section 10.2(a), Seller shall not be obligated to indemnify the Indemnified Parties in excess of the Escrow Amount, (4) in the case of any indemnification claim as a result of, related to, arising out of or in connection with any breach of Section 3.5(b), (i) until the Escrow Termination Date, Seller shall not be obligated to indemnify the Indemnified Parties in excess of the amount then remaining in the Escrow Fund, and (ii) for the three-month period immediately following the Escrow Termination Date, Seller shall not be obligated to indemnify the Indemnified Parties in excess of the amount distributed to Seller from Escrow Amount pursuant to Section 10.7(b) after the Escrow Termination Date, and (5) with respect to any Loss by Section 10.2(a)(vii), Seller shall have no responsibility for, and Parent and Seller hereby agree that the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) Surviving Entity shall be responsible for, all Losses to the extent such Loss and all Losses arising out are attributable to breaches by the Surviving Entity after the Effective Time of a Contract to which the same facts and circumstances areSurviving Entity is a party or by which the Surviving Entity is bound, in even if such breaches began by the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything Company prior to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess of the Indemnification CapEffective Time.

Indemnification Limitations. (a) In no event shall the Sellers be liable Purchaser's Indemnified Persons may not assert any Claim for indemnification pursuant to Losses under Section 10.2(a)(i8.2(a) (other than in with respect of to the representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(aFundamental Representations) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties such Claims under this Agreement exceeds $1,400,000 850,000 (the “Threshold Amount”"Deductible"), in which case and then Purchaser's Indemnified Persons may only assert Claims for the Purchaser Indemnified Parties excess of such aggregate Claims over such amount. In no event shall be entitled to indemnification the aggregate liability of Seller for all Claims for Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to under Section 10.2(a)(i8.2(a) (other than with respect to the Fundamental Representations and other than with respect to the Intellectual Property Representations included in respect Section 3.12(c) as the same relate to Intellectual Property Rights under issued patents) exceed $12,500,000 (but with it being understood, however, that nothing in this Agreement (including this Section 8.4) shall limit or restrict any of the Excluded RepresentationsPurchaser's Indemnified Persons' right to maintain or recover any amounts in connection with any action or claim based upon intentional misrepresentation or fraud). No Claim for Losses under Section 8.2(a) in an aggregate amount may be made, and no Losses shall be applied against the Deductible set forth above, with respect to any Claim or group of similar or related Claims that does not cause Losses in excess of $18,000,000 (50,000, exclusive of attorneys' fees, court costs and costs of litigation. For purposes of determining whether there has been any breach of a representation or warranty subject to indemnification pursuant to this Article VIII and for purposes of calculating the “Indemnification Cap”)amount of Losses with respect thereto, such representations and warranties alleged to have been breached shall be construed as if any qualification or (ii) be liable for indemnification limitation with respect to any Loss materiality, whether by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) reference to the extent such Loss and terms "material," "in all Losses arising out of material respects," "in any material respect," "Material Adverse Effect," or any similar words or phrases, were omitted from the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject text of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed representations and warranties (it being understood that any for purposes of determining whether a breach of a representation or warranty constitutes intentional misrepresentation or fraud that such qualifications and all costs or other Losses imposed on or incurred limitations with respect to materiality, whether by the Purchaser Indemnified Parties arising out of such alternative shall, subject reference to the termsterms "material," "in all material respects," "in any material respect," "Material Adverse Effect," or any similar words or phrases, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i) in an aggregate amount in excess omitted from the text of the Indemnification Capsuch representations and warranties).

Indemnification Limitations. (a) In no event shall the Sellers Chemtura be liable for indemnification pursuant to Section 10.2(a)(i8.2(a)(i) (other than in with respect of the representations and warranties in to Sellers’ Fundamental Representations) or Section 4.1 (Corporate Status), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)8.2(a)(vi) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i8.2(a)(i) (other than with respect to Sellers’ Fundamental Representations) or Section 8.2(a)(vi) that are imposed on or incurred by Purchaser exceeds 1.5% of the Purchaser Indemnified Parties exceeds $1,400,000 Aggregate Purchase Price (the “Threshold Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification only for all such Losses from the first dollar, including both in excess of the Threshold Amount and any amounts in excess thereofAmount. Notwithstanding anything herein to the contraryforegoing, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”), or (ii) Chemtura shall not be liable for indemnification with respect to any Loss by the Purchaser an Indemnified Parties Party pursuant to Section 10.2(a)(i8.2(a)(i), Section 8.2(a)(iv), Section 8.2(a)(v), or Section 8.2(a)(vi) (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 225,000 with respect to a claim (each, a “De Minimis Loss”) (and all such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood and agreed that any and all costs or other Losses imposed on or incurred by in the Purchaser Indemnified Parties arising out event that a Loss is greater than the threshold for a De Minimis Loss, no portion of such alternative shallLoss shall be disregarded pursuant to this clause (i)), subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser (ii) Chemtura shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i8.2(a)(i) (other than with respect to Sellers’ Fundamental Representations) or Section 8.2(a)(vi) in an aggregate amount in excess of 10% of the Indemnification CapAggregate Purchase Price, (iii) Chemtura shall not be required to make payments for indemnification pursuant to Section 8.2(a)(iv) and Section 8.2(a)(v) in an aggregate amount in excess of 25% of the Aggregate Purchase Price, and (iv) in no event shall the aggregate amount of Chemtura’s liability for Losses under this Agreement exceed the Aggregate Purchase Price. None of the limitations set forth herein shall apply in the case of fraud or intentional misrepresentations.

Indemnification Limitations. (a) In Other than pursuant to Section 8.4(i), in no event shall the Sellers Indemnitor Stockholders be liable for indemnification pursuant to Section 10.2(a)(i8.2(a)(i) (other than in respect of the representations and warranties in or Section 4.1 (Corporate Status8.2(a)(ii), Section 4.2 (Authority), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount of all Losses with respect to Section 10.2(a)(i) thereto that are imposed on or incurred by the Purchaser Indemnified Parties thereunder exceeds Two Million Dollars ($1,400,000 2,000,000) (the “Threshold AmountDeductible”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification by the Indemnitor Stockholders in full for all Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein to the contrary, the Sellers shall not (i) be required to make payments for indemnification pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”)Deductible; provided, or (ii) be liable that no claim for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i8.2(a)(i) or Section 8.2(a)(ii) shall be asserted for any individual item or a series of related items where the Losses with respect to such item or series of related items (other than in respect of the Excluded Representations) to the extent such Loss and all Losses arising out of the same facts and circumstances are, in the aggregate, ) are less than One Hundred Fifty Thousand Dollars ($15,000 150,000) (each, a the “De Minimis LossBasket”) (and if the Losses relating to such item or series of related items, do not exceed the Basket, then such Losses shall be disregarded and shall not be aggregated for purposes counted toward satisfaction of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amountDeductible). Notwithstanding anything to Further, the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser Indemnitor Stockholders shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i8.2(a)(i), Section 8.2(a)(ii) and/or Section 8.2(a)(iv) in an aggregate amount in excess of Twenty-Five Million Dollars ($25,000,000) (the Indemnification “Cap”). Notwithstanding the prior sentence, the Cap shall not apply to any Losses incurred by Purchaser Indemnified Parties which arise out of or result from the breach of any Fundamental Representation or for any Losses arising out of or relating to Section 8.2(a)(iii), Section 8.2(a)(v) or Section 8.2(a)(vi); provided, however, that in no event shall the aggregate amount payable to Purchaser Indemnified Parties for all Losses which arise out of or result from Section 8.2(a) exceed Three Hundred Ten Million Dollars ($310,000,000) (the “Aggregate Cap”).

Indemnification Limitations. (a) In Notwithstanding anything to the contrary contained in this Agreement, (i) no event indemnification shall the Sellers be liable for indemnification pursuant to Section 10.2(a)(i) (other than available in respect of Section 9.2(i) unless (A) other than with respect to the representations Specified Representations and warranties in Section 4.1 (Corporate Status), Section 4.2 (Authoritythe matters set forth on Schedule 9.1(a)(iii), the first two sentences of each of Section 4.4(a) and 4.4(b) (Capitalization), Section 4.7 (Taxes), and Section 4.21 (Finder’s Fee) (collectively, the “Excluded Representations”) and Section 4.17 (Sufficiency of Assets)) unless and until the aggregate amount (without duplication) of all Losses of the Indemnified Parties with respect to Section 10.2(a)(i) that are imposed on or incurred by the Purchaser Indemnified Parties thereto exceeds $1,400,000 1,000,000 (the “Threshold Basket Amount”), in which case the Purchaser Indemnified Parties shall be entitled to indemnification be indemnified only for all those Losses from the first dollar, including both the Threshold Amount and any amounts in excess thereof. Notwithstanding anything herein of the Basket Amount, and (B) other than with respect to the contrarymatters set forth on Schedule 9.1(a)(iii), the Sellers shall not Losses relating to any individual claim, or series of related claims that are based primarily on a similar set of operative facts, is greater than $50,000; (iii) be required to make payments the aggregate maximum liability for indemnification pursuant to Section 10.2(a)(i9.2 including the matters specifically set forth on Schedule 9.1(a)(iii) (other than in respect shall be the Escrow Amount and recourse therefor shall be solely against the Escrow Fund, provided that, the Buyer may recover for any breaches of the Excluded representations and warranties of the Company and/or the Sellers set forth in (x) Section 3.9 (Tax Matters) and (y) Article IV ((x) and (y), the “Specified Representations”) in an aggregate amount in excess of $18,000,000 (the “Indemnification Cap”accordance with Section 9.3(a)(iii), or (iiiii) be liable for indemnification with respect to any Loss by the Purchaser Indemnified Parties pursuant to Section 10.2(a)(i) (other than in respect of the Excluded Representations) to the extent such Loss upon and all Losses arising out of the same facts and circumstances are, in the aggregate, less than $15,000 (each, a “De Minimis Loss”) (and such Losses shall be disregarded and shall not be aggregated for purposes of the Threshold Amount unless and until such Losses arising out of the same facts or circumstances exceed the De Minimis Loss amount). Notwithstanding anything to the contrary herein, Sellers shall have ninety (90) days after the receipt of an indemnification claim for Escrow Release Date any Loss by the Purchaser Indemnified Parties in respect of Section 4.20(b) (Products Liability; Warranty) in which to propose a commercially reasonable alternative to satisfy such claim, including the repair, replacement or redelivery of any products that are the subject of such claim, which such commercially reasonable alternative is subject to the prior written approval of the Purchaser Indemnified Party, not to be unreasonably withheld, conditioned or delayed (it being understood that any and all costs or other Losses imposed on or incurred by the Purchaser Indemnified Parties arising out of such alternative shall, subject to the terms, conditions and limitations contained herein, be considered indemnifable Losses). Purchaser shall not be required to make payments for indemnification pursuant to Section 10.2(b)(i9.2(i) for (A) any breaches of the representations and warranties of the Sellers set forth in Article IV or pursuant to Section 9.2(iv) shall be solely against the breaching Seller, severally and not jointly, and no other Seller shall have any liability whatsoever with respect thereto and any such indemnification from any Seller shall be limited in the aggregate to that portion of the Purchase Price actually received by such Seller and (B) any breaches of the representations and warranties set forth in Section 3.9 (Tax Matters), except for the matters specifically set forth on Schedule 9.1(a)(iii), shall be against the Sellers, severally and not jointly, and any such indemnification from any Seller pursuant to this Section 9.3(a)(iii)(B) shall be limited in the aggregate to an amount equal to such Seller’s Pro Rata Portion of the Remaining Escrow Amount, (iv) the amount of any and all Losses under this Article IX shall be determined net of (a) any Tax benefits actually recognized in the year of payment of such Loss or any of the two years thereafter by any party seeking indemnification hereunder by a reduction in cash Taxes payable in such year by such party arising from the deductibility of any such Losses (and if any such Tax benefit is realized after the Indemnified Party collected indemnification amounts hereunder, the amount of such Tax benefits shall be refunded to the Escrow Fund or, after the Escrow Fund has terminated, the Sellers’ Representative on behalf of the Sellers), and (b) any amounts actually recovered under or pursuant to any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnified Party or such Indemnified Party’s Affiliates is a party or has rights (collectively, “Alternative Arrangements”), in each case net of collection costs, and (v) in no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” be deemed to include, (a) punitive, special or exemplary damages (other than any such Losses incurred by an aggregate Indemnified Party as a result of any final and non-appealable judgment granted to a third party) and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses, or (b) any loss, liability, damage or expense to the extent specifically accrued or reserved for as a liability on the Company Balance Sheet in excess of the Indemnification Capaccordance with IFRS applied on a basis consistent with past practices.