Limitations on Indemnified Costs. (a)Notwithstanding anything to the contrary in this Agreement, with the exception of intentional fraud and willful misconduct, no Indemnifying Party shall have any Liability for any Loss under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)), as applicable, (i) unless and until such Loss (or series of related Losses) equals or exceeds $15,000 (the “De Minimis Amount”), it being understood that if such Loss (or series of related Losses) does not exceed the De Minimis Amount, such Loss (or series of related Losses) shall not be applied to or considered for purposes of calculating the aggregate amount of Losses incurred by any Indemnified Parties pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all Losses incurred by the Immedica Indemnified Parties under Section 7.2(a) (other than in respect of the Fundamental Representations or the IP Representations) or the Aeglea Indemnified Parties under Section 7.3(a) (other than in respect of the representations and warranties contained in Section 5.1, Section 5.2 and Section 5.3(i)), as applicable, exceeds $300,000 (the “Basket”), it being understood that if such Losses exceed the Basket, the applicable Indemnifying Party shall be obligated for only the Losses of the applicable Indemnified Parties in excess of the Basket.
Limitations on Indemnified Costs. (i) Notwithstanding any other provision of this Article VIII, in no event shall Sellers be liable to indemnify the Purchaser Indemnified Parties for Indemnity Losses arising under Section 8.01(a) (other than Indemnity Losses arising under Section 4.01, Section 4.02, Section 4.07, Section 4.08, Section 4.20, Section 4.21, Section 4.25 or Section 4.26, or Indemnity Losses based upon actual fraud on the part of any Seller) unless and until the aggregate amount of all such Indemnity Losses for which the Purchaser Indemnified Parties would otherwise be entitled to indemnification pursuant to this Article VIII exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “Aggregate Minimum Loss”). After the Aggregate Minimum Loss is exceeded, the Purchaser Indemnified Parties shall be entitled to be paid the amount of all Indemnity Losses arising under Section 8.01(a) in excess of the Aggregate Minimum Loss, subject to the limitations on recovery and recourse set forth herein. In no event shall Sellers be liable to indemnify the Purchaser Indemnified Parties for Indemnity Losses arising under Section 8.01(a) (other than Indemnity Losses arising under Section 4.01, Section 4.02, Section 4.07, Section 4.08, Section 4.20, Section 4.21, Section 4.25 or Section 4.26, or Indemnity Losses based upon actual fraud on the part of any Seller) in the aggregate in excess of an amount equal to the Purchase Price actually paid by Purchaser (the “Cap”). Notwithstanding anything set forth herein, in no event shall the Aggregate Minimum Loss or the Cap apply to Indemnity Losses arising under Section 8.01(b), Section 8.01(c), Section 8.01(d) or Section 8.01(e) (unless, with respect to Section 8.01(e), such Indemnity Losses arising under Section 8.01(e) relate to an indemnification claim under Section 8.01(a)). Prior to and in conjunction with seeking indemnification, Purchaser hereby agrees that after becoming aware of any event that could reasonably be expected to give rise to a claim for indemnity under Section 8.01, Purchaser shall use commercially reasonable efforts to mitigate and minimize the amount of Indemnity Losses for which it may be entitled to indemnification hereunder with respect thereto; provided, however, that Purchaser shall not be required to take such mitigating actions as a precondition to Sellers’ obligation to pay a claim as required by this Article VIII or otherwise.
Limitations on Indemnified Costs. (a) Notwithstanding anything to the contrary in this Agreement, with the exception of a breach of any Fundamental Representation, intentional fraud and willful misconduct, no Indemnifying Party shall have any Liability for any Loss under Section 9.2(a) or Section 9.3(a), as applicable, (i) unless such Loss (or series of related Losses) equals or exceeds[***] (the “De Minimis Amount”), [***] pursuant to the immediately following clause (ii); and (ii) unless the aggregate amount of all Losses incurred by the Spinco Indemnified Parties under Section 9.2(a) or the AZ Indemnified Parties under Section 9.3(a), as applicable, exceeds [***] (the “Basket”), [***].
