Common use of Certain Rights and Limitations Clause in Contracts

Certain Rights and Limitations. (a) As security in part for the performance by Seller of its indemnification obligations under Section 13.1 and its payment obligations under Section 4.1, the Escrow Amount shall be deposited with the Escrow Agent, which amount shall be held and distributed in accordance with the Escrow Agreement. Until all amounts held by the Escrow Agent pursuant to the Escrow Agreement have been distributed in accordance with the terms of the Escrow Agreement or are subject to good faith claims by Buyer or any other member of the Buyer Group under the Escrow Agreement, all claims in respect of indemnification obligations of Seller pursuant to Section 13.1 and payment obligations of Seller under Section 4.1 shall be sought to be collected first from the amounts held in escrow pursuant to the Escrow Agreement (other than claims pursuant to Section 13.1(b) with respect to Seller’s obligations under Section 8.1(e), in respect of which Buyer shall have the right to seek to collect directly from Seller without first seeking to collect from the amounts held in escrow pursuant to the Escrow Agreement). Subject to Section 13.4(d), the Buyer Group will have recourse to Seller in the event amounts held in escrow pursuant to the Escrow Agreement are insufficient to cover claims by Buyer or any other member of the Buyer Group pursuant to Seller’s indemnification obligations under Section 13.1 or Seller’s payment obligations under Section 4.1. (b) No loss, Liability, damage or deficiency shall constitute Damages to any party to the extent of (i) any insurance proceeds actually received by such party with respect to such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds); (ii) any amount recovered by such party from third parties under Contracts providing for indemnification; and (iii) the amount of any net Tax benefit actually realized by such party arising from the recognition of the Damages. With respect to any claim for indemnification under this Article XIII, the Indemnitee shall exercise commercially reasonable efforts to collect insurance proceeds (it being understood that, except to the extent provided in clause (i) of the preceding sentence, the Indemnitee’s obligations under this sentence shall in no way limit the obligations under this Article XIII of the applicable Indemnifying Party). (c) No monetary amount shall be payable by Seller or Buyer to any member of the Buyer Group or Seller Group, respectively, with respect to the indemnification of any claims pursuant to Section 13.1(a) or 13.1(f), in the case of indemnification by Seller, or Section 13.2(a), in the case of indemnification by Buyer, until the aggregate amount of Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to such claims exceeds Four Hundred Thousand Dollars ($400,000) in the aggregate, in which event Seller or Buyer, as the case may be, shall be responsible for the full amount of such Damages that exceed Two Hundred Thousand Dollars ($200,000). (d) No monetary amount shall be payable by Seller or Buyer to any member of the Buyer Group or Seller Group, respectively, with respect to the indemnification of any claims pursuant to Section 13.1(a) or 13.1(f), in the case of indemnification by Seller, or Section 13.2(a), in the case of indemnification by Buyer, if and to the extent such payment would exceed any of the limitations set forth in clauses (i), (ii) and (iii) below: (i) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to Intellectual Property contained in Section 6.6, title contained in Section 6.8 and brokers contained in Section 6.21) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to brokers contained in Section 7.5 and financial resources contained in Section 7.6) shall not exceed Fourteen Million Three Hundred Thousand Dollars ($14,300,000); (ii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to title contained in Section 6.8) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to financial resources contained in Section 7.6) shall not exceed Thirty-Five Million Seven Hundred Fifty Thousand Dollars ($35,750,000); and (iii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) shall not exceed Seventy-One Million Five Hundred Thousand Dollars ($71,500,000). (e) None of the limitations in this Section 13.4 with respect to indemnification of any claims pursuant to Section 13.1(a) or 13.2(a) shall apply to the extent the indemnification obligations thereunder are a result of fraud by the Indemnifying Party.

Certain Rights and Limitations. (a) As security in part for the performance by Buyer shall not make any claims against any Seller of its indemnification obligations under Section 13.1 and its payment obligations under Section 4.1with respect to any Damages, the Escrow Amount shall be deposited with the Escrow Agentas incurred, which amount shall be held and distributed in accordance with the Escrow Agreement. Until all amounts held by the Escrow Agent pursuant to the Escrow Agreement have been distributed in accordance with the terms of the Escrow Agreement or are subject to good faith claims suffered by Buyer directly or any other member indirectly based upon, arising out of the Buyer Group under the Escrow Agreement, all claims or otherwise relating to or in respect of indemnification obligations any breach or inaccuracy of Seller pursuant to Section 13.1 and payment obligations of Seller under Section 4.1 shall be sought to be collected first from the amounts held any representation or warranty contained in escrow pursuant to the Escrow Agreement Article III (other than claims pursuant to Section 13.1(b3.3) with respect to Seller’s obligations under Section 8.1(e), in respect on the date of which Buyer shall have this Agreement or on the right to seek to collect directly from Seller without first seeking to collect from the amounts held in escrow pursuant to the Escrow Agreement). Subject to Section 13.4(d), the Buyer Group will have recourse to Seller in the event amounts held in escrow pursuant to the Escrow Agreement are insufficient to cover claims by Buyer or any other member of the Buyer Group pursuant to Seller’s indemnification obligations under Section 13.1 or Seller’s payment obligations under Section 4.1. (b) No loss, Liability, damage or deficiency shall constitute Damages to any party to the extent of (i) any insurance proceeds actually received by such party with respect to such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds); (ii) any amount recovered by such party from third parties under Contracts providing for indemnification; and (iii) the amount of any net Tax benefit actually realized by such party arising from the recognition of the Damages. With respect to any claim for indemnification under this Article XIII, the Indemnitee shall exercise commercially reasonable efforts to collect insurance proceeds (it being understood that, except to the extent provided in clause (i) of the preceding sentence, the Indemnitee’s obligations under this sentence shall in no way limit the obligations under this Article XIII of the applicable Indemnifying Party). (c) No monetary amount shall be payable by Seller or Buyer to any member of the Buyer Group or Seller Group, respectively, with respect to the indemnification of any claims pursuant to Section 13.1(a) or 13.1(f), in the case of indemnification by Seller, or Section 13.2(a), in the case of indemnification by Buyer, Closing Date until the aggregate amount of Damages actually incurred by the Buyer Group or the Seller Group, as the case may be, with respect to such claims exceeds Four Hundred Thousand Dollars ($400,000) 25,000 in the aggregate, in which event Sellers shall be responsible for the excess amount of such Damages. Sellers shall not make any claims against Buyer with respect to any Damages, as incurred, suffered by any Seller directly or Buyerindirectly based upon, arising out of or otherwise relating to or in respect of any breach or inaccuracy of any representation or warranty contained in Article IV (other than Section 4.8) on the date of this Agreement or on the Closing Date until the aggregate amount of Damages actually incurred by the Seller Group with respect to such claims exceeds $25,000 in the aggregate, in which event Buyer shall be responsible for the excess amount of such Damages. (b) Sellers shall not be liable to pay any monetary amount to Buyer with respect to any claims by Buyer in respect of any breach or inaccuracy of any representation or warranty contained in Article III (other than Section 3.3) in excess of (i) one-half of the total aggregate value of the consideration to be paid by Buyer under this Agreement if each Seller had no knowledge, as of the Closing, of the breach of warranty or representation for which such claim has been made, or (ii) the total aggregate value of the consideration to be paid by Buyer under this Agreement if any Seller had knowledge, as of the Closing, of the breach of warranty or representation for which such claim has been made. Buyer shall not be liable to pay any monetary amount to Sellers with respect to any claims by Sellers in respect of any breach or inaccuracy of any representation or warranty contained in Article IV (other than Section 4.8) in excess of (i) one-half of the total aggregate value of the consideration to be paid by Buyer under this Agreement if Buyer had no knowledge, as of the Closing, of the breach of warranty or representation for which such claim has been made, or (ii) the total aggregate value of the consideration to be paid by Buyer under this Agreement if Buyer had knowledge, as of the Closing, of the breach of warranty or representation for which such claim has been made. (c) For purposes of this Section 9.3, the amount of Damages that Buyer or Sellers may claim under this Agreement will be (i) increased to take account of any Tax cost incurred (grossed up for such increase) by the claimant arising from the receipt of any payments hereunder (unless such payment is treated as an adjustment to the purchase price for tax purposes) and (ii) reduced to take account of any Tax benefit realized by the claimant arising from the incurrence or payment of any such Damages. In computing the amount of any such Tax cost or Tax benefit, the claimant will be deemed to be subject to the applicable Federal, state, local and/or local country income taxes at the maximum statutory rate then in effect. Any payment made pursuant to this Article IX will be treated as an adjustment to the purchase price for Tax purposes unless a determination (as defined in Section 1313 of the Code) or a similar event under foreign Tax Law with respect to the Indemnified Party causes any such payment not to constitute an adjustment to the purchase price for United States Federal income tax purposes or foreign Tax purposes, as the case may be, shall be responsible for the full amount of such Damages that exceed Two Hundred Thousand Dollars ($200,000). (d) No monetary amount shall be payable by Seller or Buyer to any member of the Buyer Group or Seller Group, respectively, with respect to the indemnification The rights and remedies of any claims pursuant to Section 13.1(a) party hereto based upon, arising out of or 13.1(f), otherwise in the case of indemnification by Seller, or Section 13.2(a), in the case of indemnification by Buyer, if and to the extent such payment would exceed any of the limitations set forth in clauses (i), (ii) and (iii) below: (i) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to Intellectual Property contained in Section 6.6, title contained in Section 6.8 and brokers contained in Section 6.21) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to brokers contained in Section 7.5 and financial resources contained in Section 7.6) shall not exceed Fourteen Million Three Hundred Thousand Dollars ($14,300,000); (ii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to title contained in Section 6.8) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to financial resources contained in Section 7.6) shall not exceed Thirty-Five Million Seven Hundred Fifty Thousand Dollars ($35,750,000); and (iii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) shall not exceed Seventy-One Million Five Hundred Thousand Dollars ($71,500,000). (e) None of the limitations in this Section 13.4 with respect to indemnification of any claims pursuant inaccuracy or breach of any representation, warranty, covenant or agreement or failure to Section 13.1(a) or 13.2(a) satisfy any condition shall apply to the extent the indemnification obligations thereunder are a result of fraud in no way be limited by the Indemnifying Partyfact that the act, omission, occurrence or other state of facts upon which any claim of any such inaccuracy, breach or failure is based may also be the subject matter of any other representation, warranty, covenant, agreement or condition as to which there is or is not an inaccuracy, breach or failure to satisfy.

Certain Rights and Limitations. (a) As security in part for the performance by Seller of its indemnification obligations under Section 13.1 and its payment obligations under Section 4.1, the Escrow Amount shall be deposited with the Escrow Agent, which amount shall be held and distributed in accordance with the Escrow Agreement11.4.1. Until all amounts held by the Escrow Agent pursuant to the Escrow Agreement have been distributed in accordance with the terms of the Escrow Agreement or are subject to good faith claims by Buyer or any other member of the Buyer Group under the Escrow Agreement, all claims in respect of indemnification obligations of Seller pursuant to Section 13.1 and payment obligations of Seller under Section 4.1 shall be sought to be collected first from the amounts held in escrow pursuant to the Escrow Agreement (other than claims pursuant to Section 13.1(b) Excluding with respect to Seller’s obligations under Section 8.1(e)claims for fraud, in respect of which Buyer shall have the right to seek to collect directly from Seller without first seeking to collect from the amounts held in escrow pursuant to the Escrow Agreement). Subject to Section 13.4(d), the Buyer Group will have recourse to Seller in the event amounts held in escrow pursuant to the Escrow Agreement are insufficient to cover claims by Buyer or any other member of the Buyer Group pursuant to Seller’s indemnification obligations under Section 13.1 or Seller’s payment obligations under Section 4.1. (b) No loss, Liability, damage or deficiency shall constitute Damages to any party to the extent of (i) any insurance proceeds actually received by such party with respect to such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds); (ii) any amount recovered by such party from third parties under Contracts providing for indemnification; and (iii) the amount of any net Tax benefit actually realized by such party arising from the recognition of the Damages. With respect to any claim for indemnification under this Article XIII, the Indemnitee shall exercise commercially reasonable efforts to collect insurance proceeds (it being understood that, except to the extent provided in clause (i) of the preceding sentence, the Indemnitee’s obligations under this sentence shall in no way limit the obligations under this Article XIII of the applicable Indemnifying Party). (c) No monetary amount shall be payable by Seller or Buyer the Company to any member of the Buyer Parent Group or Seller Group, respectively, with respect to the indemnification of any claims pursuant to Section 13.1(a) or 13.1(f), in the case of indemnification by Seller, or Section 13.2(a), in the case of indemnification by BuyerSECTION 11.1, until the aggregate amount of Damages actually incurred by the Buyer Parent Group or the Seller Group, as the case may be, with respect to such claims exceeds Four Hundred Thousand Dollars $1,000,000 ($400,000the "DEDUCTIBLE") in the aggregate, in after which event Seller or Buyer, as point the case may be, Parent Group shall be responsible entitled to indemnity for Damages in excess of $500,000. In no event shall Damages relating to any single claim for indemnification pursuant to Section 11.1 constitute Damages, and therefore shall not be applied toward the full Deductible to be indemnifiable hereunder, unless such Damages relating to any single claim for indemnification pursuant to SECTION 11.1 exceed $50,000. 11.4.2. The amount of Damages for which indemnification is provided under this Agreement will be reduced to take account of any Tax benefit realized by the Indemnitee arising from the incurrence or payment of any such Damages that exceed Two Hundred Thousand Dollars ($200,000)Damages. In computing the amount of any such Tax benefit, the Indemnitee will be deemed to be subject to the applicable Federal, state, local and/or local country income Taxes at the maximum statutory rate then in effect. Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the purchase price for Tax purposes. (d) No monetary amount 11.4.3. Notwithstanding anything to the contrary in this Agreement, except in the event of fraud or intentional misrepresentation, the maximum aggregate Liability for Damages arising under SECTION 11.1 hereof shall be payable limited to the Escrow Funds. Except with respect equitable relief for post-closing covenants, the remedies set forth in SECTION 11 are intended and shall be construed so as to be the sole and exclusive remedy after the Closing which any member of the Parent Group may have arising out of or related to this Agreement or the transactions contemplated herein. 11.4.4. Notwithstanding anything to the contrary contained in this Agreement, no party to this Agreement shall be liable to another party to this Agreement for punitive, indirect, or consequential damages hereunder. 11.4.5. The amount to which an Indemnitee may become entitled under this SECTION 11 shall be net of any amounts actually recovered by Seller an Indemnitee under or Buyer pursuant to any insurance policy, indemnity, reimbursement arrangement or contract with respect to the claim giving raise to such entitlement (an "ALTERNATIVE ARRANGEMENT"). To the extent that an Alternative Arrangement is available to any Indemnitee to cover any item for which indemnification may be sought hereunder, Indemnitee will use its reasonable efforts consistent with available resources to pursue recovery under such Alternative Arrangements. To the extent an Indemnitee is paid by the Indemnifying Party any amount of any claim hereunder, Indemnitee will assign to the Indemnifying Party, to the fullest extent allowable, its claim under such Alternative Arrangement, or in the event assignment is not permissible, but Indemnitee in question is nonetheless permitted to pursue such claim on the Indemnifying Party's behalf, Indemnitee shall pursue, such claim, at the Indemnifying Party's reasonable direction, with any recovery thereon to be transmitted promptly to the Indemnifying Party. 11.4.6. If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to any member of the Buyer Parent Group or Seller Group, respectively, with respect to the indemnification of any claims pursuant to Section 13.1(a) or 13.1(fSECTION 11.1, Parent shall notify the Company of such claim (a "TAX CLAIM"), in stating the case nature and basis of indemnification by Sellersuch claim and the amount thereof, or Section 13.2(a), in the case of indemnification by Buyer, if and to the extent known. Failure to give such payment would exceed any of the limitations set forth in clauses (i), (ii) and (iii) below: (i) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to Intellectual Property contained in Section 6.6, title contained in Section 6.8 and brokers contained in Section 6.21) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to brokers contained in Section 7.5 and financial resources contained in Section 7.6) notice shall not exceed Fourteen Million Three Hundred Thousand Dollars ($14,300,000); (ii) relieve the aggregate amount Company from any liability which it may have on account of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to title contained in Section 6.8) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to financial resources contained in Section 7.6) shall not exceed Thirty-Five Million Seven Hundred Fifty Thousand Dollars ($35,750,000); and (iii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) shall not exceed Seventy-One Million Five Hundred Thousand Dollars ($71,500,000). (e) None of the limitations in this Section 13.4 with respect to indemnification of any claims pursuant to Section 13.1(a) or 13.2(a) shall apply indemnification, except to the extent that the indemnification obligations thereunder Company is prejudiced thereby. The Company shall have the right, at its option, to control the defense of such Tax Claim and to employ counsel of its choice. Parent shall cooperate with the Company in contesting any such Tax Claim, which cooperation shall include the retention and, upon the Company's request, the provision of records and information which are reasonably relevant to such Tax Claim and making employees available on a result mutually convenient basis to provide additional information or explanation of fraud any material provided hereunder. The Company's right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Indemnifying PartyCompany or for which the Company would be liable pursuant to SECTION 11.1. Without the prior written consent of the Company, no member of the Parent Group shall file an amended Tax Return to the extent that such amended Tax Return could result in an indemnity payment to any member of the Parent Group pursuant to SECTION 11.1.

Certain Rights and Limitations. (a) As security in part for the performance by Seller of its indemnification obligations under Section 13.1 and its payment obligations under Section 4.1, the Escrow Amount shall be deposited with the Escrow Agent, which amount shall be held and distributed in accordance with the Escrow Agreement. Until all amounts held by the Escrow Agent pursuant to the Escrow Agreement have been distributed in accordance with the terms of the Escrow Agreement or are subject to good faith claims by Buyer or any other member of the Buyer Group under the Escrow Agreement, all claims in respect of indemnification obligations of Seller pursuant to Section 13.1 and payment obligations of Seller under Section 4.1 shall be sought to be collected first from the amounts held in escrow pursuant to the Escrow Agreement (other than claims pursuant to Section 13.1(b) Excluding with respect to Seller’s obligations under claims for fraud, intentional misrepresentation, a breach by ▇▇▇▇▇ of the representations set forth in ARTICLE 3, the Phantom Indemnification, or a breach by the Company of the representation set forth in Section 8.1(e4.3 (Capital Stock), in respect of which Buyer shall have the right to seek to collect directly from Seller without first seeking to collect from the amounts held in escrow pursuant to the Escrow Agreement). Subject to Section 13.4(d), the Buyer Group an Indemnitee will have recourse to Seller in the event amounts held in escrow pursuant to the Escrow Agreement are insufficient to cover claims by Buyer or any other member of the Buyer Group pursuant to Seller’s indemnification obligations under Section 13.1 or Seller’s payment obligations under Section 4.1. (b) No loss, Liability, damage or deficiency shall constitute Damages not be entitled to any party to the extent of (i) any insurance proceeds actually received by such party with respect to such loss, Liability, damage or deficiency (after deducting reasonable costs and expenses incurred in connection with recovery of such proceeds); (ii) any amount recovered by such party from third parties under Contracts providing for indemnification; and (iii) the amount of any net Tax benefit actually realized by such party arising from the recognition of the Damages. With respect to any claim for indemnification under this Article XIII, the Indemnitee shall exercise commercially reasonable efforts to collect insurance proceeds (it being understood that, except to the extent provided in clause (i) of the preceding sentence, the Indemnitee’s obligations under this sentence shall in no way limit the obligations under this Article XIII of the applicable Indemnifying Party). (c) No monetary amount shall be payable by Seller or Buyer to any member of the Buyer Group or Seller Group, respectively, with respect to the indemnification of any claims pursuant to Section 13.1(a) or 13.1(f), in the case of indemnification by Seller, or Section 13.2(a), in the case of indemnification by Buyer, until the aggregate amount of Damages Losses actually incurred by the Buyer Group or the Seller Group, as the case may beIndemnitee, with respect to such claims exceeds Four Hundred Thousand Dollars ($400,000) 100,000 in the aggregate, in which event Seller the Indemnitee shall be entitled to indemnification with respect to such Losses from the first dollar of such Losses. (b) Any indemnity payment made pursuant to this Agreement will be treated as an adjustment to the purchase price for Tax purposes. (c) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate Liability of ▇▇▇▇▇ for Losses arising from Indemnifiable Events, other than with respect to the Phantom Indemnification, fraud or Buyer, as intentional misrepresentation or a breach of the case may beExcluded Representations, shall be responsible for limited to the full amount Escrow Funds. ▇▇▇▇▇ further acknowledges that he shall be required to satisfy any indemnification with respect to the Phantom Indemnification by way of payment to the Buyers of cash. If ▇▇▇▇▇ breaches such obligation and does not make a cash payment of such Damages amount on the date so scheduled, then without derogating from or waiving (i) ▇▇▇▇’▇ obligation to effect such payment, (ii) the continued breach thereof by ▇▇▇▇▇, and (iii) any and all remedies available to the Buyers under law or otherwise, Cimatron shall be entitled to seek such indemnification either from the Escrow Funds or by offsetting any amounts that exceed Two Hundred Thousand Dollars ($200,000)may be due to ▇▇▇▇▇ from the Buyers hereunder or under any other agreement. (d) No monetary amount shall be payable by Seller The sole and exclusive remedy of an Indemnitee hereunder for all Losses relating to this Agreement or Buyer to any member of the Buyer Group or Seller Group, respectively, transactions contemplated hereby (including with respect to a breach of representation or warranty or covenant or agreement in this Agreement to be performed on or prior to the Closing) shall be the indemnification provisions set forth in this ARTICLE 9, other than for claims for fraud, intentional misrepresentation or willful misconduct. Nothing herein shall be construed to limit the remedies available to or the amount of any claims pursuant to Section 13.1(a) or 13.1(f), in the case of indemnification damages recoverable by Seller, or Section 13.2(a), in the case of indemnification by Buyer, if and to the extent such payment would exceed any of the limitations set forth in clauses (i), (ii) and (iii) below: (i) the aggregate amount parties for a breach of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to Intellectual Property contained in Section 6.6, title contained in Section 6.8 and brokers contained in Section 6.21) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to brokers contained in Section 7.5 and financial resources contained in Section 7.6) shall not exceed Fourteen Million Three Hundred Thousand Dollars ($14,300,000); (ii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) (other than with respect to Seller’s representations and warranties with respect to title contained in Section 6.8) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) (other than with respect to Buyer’s representations and warranties with respect to financial resources contained in Section 7.6) shall not exceed Thirty-Five Million Seven Hundred Fifty Thousand Dollars ($35,750,000); and (iii) the aggregate amount of Damages indemnifiable by Seller pursuant to Section 13.1(a) and Section 13.1(f) and indemnifiable by Buyer pursuant to Section 13.2(a) shall not exceed Seventy-One Million Five Hundred Thousand Dollars ($71,500,000). (e) None any of the limitations in this Section 13.4 with respect to indemnification Ancillary Agreements by any of any claims pursuant to Section 13.1(a) or 13.2(a) shall apply to the extent the indemnification obligations thereunder are a result of fraud by the Indemnifying Partyparties thereto.