Common use of Indemnification for Breaches of Representations and Warranties Clause in Contracts

Indemnification for Breaches of Representations and Warranties. Notwithstanding the foregoing, no claim for indemnification for breaches of representations and warranties made pursuant to Section 7.01(b) (other than in cases of intentional misrepresentation or fraud, which will have no such limitations) (A) will be indemnifiable by Oracle until the Losses indemnifiable - 59 - by Oracle pursuant to Section 7.01(b) collectively exceed $1,000,000 in the aggregate (the “Oracle Basket”), in which event Oracle will reimburse the JV Indemnitee(s) for only those Losses in excess of Oracle Basket, (B) will be indemnifiable by ▇▇▇▇▇▇ until the Losses indemnifiable by ▇▇▇▇▇▇ pursuant to Section 7.01(b) collectively exceed $760,000 in the aggregate (the “▇▇▇▇▇▇ Basket”), in which event ▇▇▇▇▇▇ will reimburse the JV Indemnitee(s) for only those Losses in excess of ▇▇▇▇▇▇ Basket and (C) will be indemnifiable by Iris until the Losses indemnifiable by Iris pursuant to Section 7.01(b) collectively exceed $240,000 in the aggregate (the “Iris Basket”), in which event Iris will reimburse the JV Indemnitee(s) for only those Losses in excess of Iris Basket; provided that, notwithstanding any other provision of this Agreement, the maximum amount for which each Parent, Severally, may be liable with respect to claims made pursuant to Section 7.01(b), respectively (other than claims made in cases of intentional misrepresentation or fraud, which will have no such limitation), will not exceed $100,000,000 in the case of Oracle (the “Oracle Cap”), $76,000,000 in the case of ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Cap”) and $24,000,000 in the case of Iris (the “Iris Cap”); provided further that claims made with respect to the Fundamental Reps will not be subject to, and will not be considered in calculating whether claims have exceeded, the Oracle Basket, ▇▇▇▇▇▇ Basket, Iris Basket, Oracle Cap, ▇▇▇▇▇▇ Cap or Iris Cap.

Indemnification for Breaches of Representations and Warranties. Notwithstanding the foregoing, no claim for indemnification for breaches of representations and warranties made pursuant to Section 7.01(b) (other than in cases of intentional misrepresentation or fraud, which will have no such limitations) (A) will be indemnifiable by Oracle until the Losses indemnifiable - 59 - by Oracle pursuant to Section 7.01(b) collectively exceed $1,000,000 in the aggregate (the “Oracle Basket”), in which event Oracle will reimburse the JV Indemnitee(s) for only those Losses in excess of Oracle Basket, (B) will be indemnifiable by ▇▇▇▇▇▇ until the Losses indemnifiable by ▇▇▇▇▇▇ pursuant to Section 7.01(b) collectively exceed $760,000 in the aggregate (the “▇▇▇▇▇▇ Basket”), in which event ▇▇▇▇▇▇ will reimburse the JV Indemnitee(s) for only those Losses in excess of ▇▇▇▇▇▇ Basket and (C) will be indemnifiable by Iris until the Losses indemnifiable by Iris pursuant to Section 7.01(b) collectively exceed $240,000 in the - 41 - aggregate (the “Iris Basket”), in which event Iris will reimburse the JV Indemnitee(s) for only those Losses in excess of Iris Basket; provided that, notwithstanding any other provision of this Agreement, the maximum amount for which each Parent, Severally, may be liable with respect to claims made pursuant to Section 7.01(b), respectively (other than claims made in cases of intentional misrepresentation or fraud, which will have no such limitation), will not exceed $100,000,000 in the case of Oracle (the “Oracle Cap”), $76,000,000 in the case of ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Cap”) and $24,000,000 in the case of Iris (the “Iris Cap”); provided further that claims made with respect to the Fundamental Reps will not be subject to, and will not be considered in calculating whether claims have exceeded, the Oracle Basket, ▇▇▇▇▇▇ Basket, Iris Basket, Oracle Cap, ▇▇▇▇▇▇ Cap or Iris Cap.