Common use of Application of Limitations Clause in Contracts

Application of Limitations. None of the limitations set forth in Section 10.3(a) shall apply to Indemnification Obligations arising from or relating to (i) any fraud or intentional misrepresentation (whether on the part of the Seller, any Seller Member or any past, current or future Affiliate or Representative of the Seller or any Seller Member), (ii) any of the matters referred to in [***] or (iii) any breach of any covenant or obligation of the Seller in this Agreement (the Indemnification Obligations referred to in this sentence, the “Designated Indemnification Obligations”). Without limiting the generality of the foregoing (and without limiting any of the other remedies Parent or the Purchaser may exercise to ensure or compel the satisfaction of the Designated Indemnification Obligations), the Purchaser shall be entitled to exercise unlimited rights of deduction, withholding and setoff from and against any and all Contingent Payments as a means of providing for the satisfaction of the Designated Indemnification Obligations. Notwithstanding anything to the contrary set forth in this Section 10 (but subject to Parent’s and the Purchaser’s rights to exercise tort-based remedies against Persons involved in the commission of torts), except in the context of recovering Damages that may be payable by the Seller to any Indemnitee in connection with any of the Seller’s Designated Indemnification Obligations, (A) once the Aggregate Closing Payment Amount has been paid to the Seller, such amount shall not be subject to recovery by any Indemnitee under this Agreement, and (B) once any Contingent Payment has been made by the Purchaser to the Seller, such Contingent Payment shall not be subject to recovery by any Indemnitee under this Agreement. Notwithstanding the introductory language of the previous sentence, once the Aggregate Closing Payment Amount has been paid to the Seller, the funds comprising such Aggregate Closing Payment Amount shall not be subject to recovery pursuant to clause “(f),” “(g),” “(h)” or “(i)” of Section 10.2; provided, however, that nothing in this sentence or elsewhere in this Agreement shall limit or otherwise affect (1) the right of the Purchaser or any other Indemnitee to recover the Aggregate Closing Payment Amount pursuant to clause “(d),” “(e)” or “(j)” of Section 10.2 or (2) any of the other remedies that the Purchaser or any other Indemnitee may exercise to ensure or compel the satisfaction of the Designated Indemnification Obligations.

Application of Limitations. None of the limitations set forth in Section 10.3(a) shall apply to Indemnification Obligations arising from or relating to (i) any fraud or intentional misrepresentation (whether on the part of the Seller, any Seller Member or any past, current or future Affiliate or Representative of the Seller or any Seller Member), (ii) any of the matters referred to in [***] or (iii) any breach of any covenant or obligation of the Seller in this Agreement (the Indemnification Obligations referred to in this sentence, the “Designated Indemnification Obligations”). Without limiting the generality of the foregoing (and without limiting any of the other remedies Parent or the Purchaser may exercise to ensure or compel the satisfaction of the Designated Indemnification Obligations), the Purchaser shall be entitled to exercise unlimited rights of deduction, withholding and setoff from and against any and all Contingent Payments as a means of providing for the satisfaction of the Designated Indemnification Obligations. Notwithstanding anything to the contrary set forth in this Section 10 (but subject to Parent’s and the Purchaser’s rights to exercise tort-based remedies against Persons involved in the commission of torts), except in the context of recovering Damages that may be payable by the Seller to any Indemnitee in connection with any of the Seller’s Designated Indemnification Obligations, (A) once the Aggregate Closing Payment Amount has been paid to the Seller, such amount shall not be subject to recovery by any Indemnitee under this Agreement, and (B) once any Contingent Payment has been made by the Purchaser to the Seller, such Contingent Payment shall not be subject to recovery by any Indemnitee under this Agreement. Notwithstanding the introductory language of the previous sentence, once the Aggregate Closing Payment Amount has been paid to the Seller, the funds comprising such Aggregate Closing Payment Amount shall not be subject to recovery pursuant to clause “(f),” “(g),” “(h)” or “(i)” of Section 10.2; provided, however, that nothing in this sentence or elsewhere in this Agreement shall limit or otherwise affect (1) the right of the Purchaser or any other Indemnitee to recover the Aggregate Closing Payment Amount pursuant to clause “(d),” “(e)” or “(j)” of Section 10.2 or (2) any of the other remedies that the Purchaser or any other Indemnitee may exercise to ensure or compel the satisfaction of the Designated Indemnification Obligations.