Common use of Limitations on Indemnity Clause in Contracts

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party shall be liable hereunder with respect to claims referred to in Section 8.2(a)(i) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (the “Cap”). The Basket shall not apply with respect to any Loss arising from or related to a breach of (A) any covenants of any party hereto or (B) the representations and warranties set forth in Sections 2.1 through 2.4, 2.15, 2.17, 3.1, 3.2, and 3.6. (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified Party.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject Subject to the following limitationsprovisions of Section 7.5: (ia) No Party The maximum aggregate liability of the Stockholder for Losses arising out of or resulting from any and all claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement shall be liable hereunder not exceed the sum of One Million Nine Hundred Thousand Dollars ($1,900,000) plus the Earn-Out Cash Payment, if earned (the “General Cap”); provided, however, that the maximum aggregate liability of the Stockholder for Losses arising out of or resulting from any and all claims for indemnification pursuant to Section 7.1(a)(i) of this Agreement with respect to any breach or inaccuracy of any of the representations and warranties set forth in any of Sections 3.14, 3.16, 3.18 and 3.25 shall not exceed the sum of the Base Purchase Price plus the Earn-Out Payment, if earned; provided further, however, that there shall be no cap on Losses arising out of or resulting from any and all claims referred for indemnification pursuant to Section 7.1(a)(i) of this Agreement with respect to any breach or inaccuracy of any of the representations and warranties set forth in any of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.8, 3.20 and 3.22. (b) The maximum aggregate liability of Parent and the Buyer for Losses arising out of or resulting from any and all claims for indemnification pursuant to Section 8.2(a)(i7.1(b)(i) of this Agreement shall not exceed the General Cap; provided, however, that there shall be no cap on Losses arising out of or resulting from any and all claims for indemnification pursuant to Section 8.2(b)(i7.1(b)(i) above of this Agreement with respect to any breach or inaccuracy of any of the representations and warranties set forth in any of Sections 4.1, 4.2, 4.3, 4.4 and 4.5. (c) No indemnification shall be payable to a Parent Indemnified Person as a result of any Losses arising under Section 7.1(a)(i) unless and until the other Party gives written notice thereof within aggregate amount of all Losses incurred thereunder exceeds $15,000 (the Applicable Limitation Date. “Deductible”), whereupon the Parent Indemnified Persons shall be entitled to receive all Losses in excess of the Deductible; provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the representations and warranties contained in any of Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.8, 3.14, 3.16, 3.18, 3.20, 3.22 and 3.25. (d) No indemnification shall be payable to a Stockholder Indemnified Person as a result of any Losses arising under Section 7.1(b)(i) unless and until the aggregate amount of all Losses incurred exceeds the Deductible, whereupon the Stockholder Indemnified Persons shall be entitled to receive all Losses in excess of the Deductible; provided, however, that the foregoing shall not apply to any Losses resulting from or arising out of any breach or inaccuracy of any of the representations and warranties contained in any of Sections 4.1, 4.2, 4.3, 4.4 and 4.5. (e) Notwithstanding any implication anything to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (the “Cap”). The Basket shall not apply with respect to any Loss arising from or related to a breach of (A) any covenants of any party hereto or (B) the representations and warranties set forth in Sections 2.1 through 2.4, 2.15, 2.17, 3.1, 3.2, and 3.6. (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be liable to another party to this Agreement for incidental or consequential damages hereunder (it being acknowledged that incidental and consequential damages recovered against an Indemnified Person in the aggregate expressly limited a third-party claim are indemnifiable Losses). (f) No party or Person shall have any claim for indemnification hereunder with respect to (i) any Tax liabilities arising by reason of any reduction or disallowance of deductions from taxable income in one taxable year, to the Indemnification Escrow Fund and extent such reduction or disallowance results in a corresponding increase in allowable deductions from income in another taxable year, or (Bii) nothing contained in the shifting of items of income from one taxable year to another. (g) The amount of any claim for which indemnification is provided under this Article 8 VII shall in any way limit, impair, modify be net of amounts recovered or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon recoverable by the Indemnified PartyPerson by the Person seeking indemnification under insurance policies with respect to such claim; provided that there shall be no obligation to seek recovery under any insurance policy with respect to such claim. If, following the receipt by a Person of any indemnity payment hereunder, such Person shall receive any insurance recovery or indemnity payment from a third party in respect of the same underlying claim, such Person shall reimburse the party from whom such indemnity payment was received hereunder to the extent of such insurance recovery or third party indemnity payments. (h) The Stockholder shall not have any right of contribution, indemnification or right of advancement from the Company or the Parent Indemnified Persons with respect to any Losses claimed by the Parent Indemnified Persons.

Limitations on Indemnity. (a) The indemnification provided for in Sections 8.2(a) Buyer Indemnified Parties and 8.2(b) above is subject the F-M Indemnified Parties agree not to seek recourse against, and shall not recover from Federal-Mogul or the following limitations: (i) No Party shall be liable hereunder Buyer, as the case may be, under this Section 9 on account of any Loss with respect to claims referred Claims made pursuant to in Section 8.2(a)(i9.03(a)(i) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii9.04(a), no Party shall be liable to as the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”)case may be, in which case a Party shall be liable for all such Losses in excess of the Basket or (2) until, and then only to the extent that that, the cumulative and aggregate amount of all such individual Losses of the Buyer Indemnified Parties or the F-M Indemnified Parties, as the case may be, recoverable under Section 9.03(a)(i) or Section 9.04(a), as the case may be, exceeds $14,000,000 1.5 million. (b) The aggregate liability of Federal-Mogul or the “Cap”Buyer, as the case may be, under Sections 9.03(a)(i) and (ii) or Sections 9.04(a) and (b). The Basket shall not apply , as the case may be (other than with respect to any Loss arising from or related Federal-Mogul's representations and warranties relating to a breach title to Assets contained in Section 4.04) shall not exceed an amount equal to 20% of the Purchase Price, as adjusted pursuant to Section 2.07. The aggregate liability of Federal-Mogul under Federal-Mogul's representations and warranties relating to title to Assets contained in Section 4.04 shall not exceed an amount equal to the Purchase Price, as adjusted pursuant to Section 2.07. (Ac) any covenants The obligations of any party hereto to indemnify, defend and hold harmless any other party pursuant to (i) Section 9.03(a)(i) and Section 9.04(a), shall terminate when the applicable representation or warranty expires pursuant to Section 9.02, (Bii) the representations and warranties set forth in Sections 2.1 through 2.49.03(a)(ii), 2.15, 2.17, 3.1, 3.29.03(a)(iii), and 3.6. 9.03(a)(iv) and Sections 9.04(b), (c), and (d), shall terminate on the date which is three years from the Closing Date and (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 Section 9.03(c), shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders with respect to any right to indemnification hereunder or other claims arising after survive the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified PartyDate without time limitation.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party shall be liable hereunder with respect to claims referred to in Section 8.2(a)(i) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (the “Cap”). The Basket shall not apply with respect to any Loss arising from or related to a breach of (A) any covenants of any party hereto or (B) the representations and warranties set forth in Sections 2.1 through 2.4, 2.15, 2.17, 3.1, 3.2, and 3.6. (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the CompanyNeither Buyer, on the one hand, or WuXi and Holdconor any Seller Party, on the other hand, shall be liable under this ARTICLE VIII for any Damages until the aggregate amount otherwise due the party being indemnified exceeds an accumulated total of $150,000; provided, however, that this limitation shall apply only to the extent a party is entitled to indemnification exclusively under Sections 8.2(a)(i) or 8.2(b)(i) hereof and shall not apply to breaches of the Fundamental Representations or in the case of fraud. Once the aggregate amount of Damages exceeds such threshold amount, then the indemnified party shall have the right to recover all Damages without regard to such threshold, provided that the maximum amount of Damages which Buyer shall be liable to Seller Parties under Section 8.2(b)(i) hereof shall be $2,500,000 and the maximum amount of Damages which Seller Parties shall be liable to Buyer under Section 8.2(a)(i) hereof shall be $2,500,000, provided that such limitations shall not apply (i) in the case of fraud, or (ii) to inaccuracies in or breaches of any of the representations and warranties contained in Sections 3.1 (Organization), 3.2 (Subsidiaries), 3.3 (Capitalization), 3.4 (Authorization), 3.11 (No Conflict or made in writing pursuant Violation), 3.16(a) (Labor Matters), 3.22 (Tax Matters), 3.27 (No Brokers), 4.1 (Organization), 4.2 (Authorization), 4.3 (No Conflict or Violation), 4.5 (Title to this AgreementUnits), as well as the amount of Losses resulting therefrom4.8 (No Brokers), 4.9 (Accredited Status), 5.1 (Organization), 5.2 (Authorization), and 5.3 (No Conflict or Violation) (collectively, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein“Fundamental Representations”). (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified Party.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party The Seller Parties shall not be liable hereunder with respect under this Agreement for any Damages until the aggregate amount otherwise due to the Buyer Indemnitees for indemnification claims referred exceeds an accumulated total of $150,000; provided, however, that this limitation shall apply only to in indemnification claims made pursuant to Section 8.2(a)(i), Section 8.2(a)(ii) or Section 8.2(b)(i8.2(a)(ix) above unless hereof and shall not apply to breaches of the other Party gives written notice thereof within Fundamental Representations, to indemnification claims made pursuant to any of clauses (iii) – (viii) of Section 8.2(a), in the Applicable Limitation Date. Notwithstanding any implication case of fraud, or to the contrary contained in this AgreementSeller Representative’s rights to indemnification from the Sellers pursuant to Section 8.2(f)(iii). Once the aggregate amount of Damages exceeds such threshold amount, so long as a Party delivers written notice of a claim no later than then the Applicable Limitation Date, Buyer Indemnitees shall have the other Party shall be required right to indemnify hereunder for recover all Losses that Damages without regard to such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurredthreshold. (ii) Except as otherwise set forth in this The maximum aggregate liability of Sellers for claims of indemnification by the Buyer Indemnitees pursuant to Section 8.2(c)(ii8.2(a)(i), no Party Section 8.2(a)(ii) and/or Section 8.2(a)(ix) shall be liable an amount equal to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (the “Cap”). The Basket shall not apply with respect to any Loss arising from or related to a breach of (A) any covenants of any party hereto or $10,000,000 minus (B) the absolute value of the Final Adjustment Amount if the Final Adjustment Amount (as finally determined pursuant to Section 1.6) is a negative number, resulting in a distribution to Buyer in accordance with Section 1.6(f)(ii), provided, that such limitation shall not apply (i) in the case of fraud, or (ii) to inaccuracies in or breaches of any of the representations and warranties set forth contained in Sections 2.1 through 2.43.1 (Organization), 2.153.2 (Subsidiaries), 2.173.3 (Capitalization), 3.13.4 (Authorization), 3.23.22 (Tax Matters), 3.28 (No Brokers), 4.1 (Organization), 4.2 (Authorization, 4.5 (Title to Units), 4.8 (No Brokers) and 3.64.9 (Accredited Status) (collectively, the “Fundamental Representations”). (iii) The rights In the event of any Company Stockholder Parties or claim for indemnification under Section 8.2(a), the Buyer Parties Indemnitees shall first offset Damages arising from such claim against the Holdback Amount. If the remaining Holdback Amount is insufficient to recover any amounts pursuant cover Damages arising from such Claim, then, on the terms and subject to this Article 8 shall be the sole and exclusive remedy conditions set forth herein (including the limitations on maximum aggregate liability set forth in Section 8.2(g)(ii)), the Buyer Indemnitees may seek recovery for the remaining amount of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches such Damages directly from each Seller in an amount not to exceed such Seller’s Pro Rata Percentage of any representation or warranty or provision such remaining amount of Damages (subject to clause (iv) of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the TransactionsSection 8.2(g)). (iv) For purposes Except for Representative Losses as set forth in Section 8.2(f)(iii), no individual Seller’s aggregate liability for Claims of indemnity under this Article 8, in determining whether there has occurred a breach of a representation or warranty Agreement shall exceed the total Consideration (including any portion of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing Holdback Amount) paid to such Seller pursuant to this Agreement, as well as except in the amount case of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect intentional misrepresentation or any other materiality qualifier fraud (in which case recourse shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse sought against the Company Stockholders with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (BSeller(s) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of who committed such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful intentional misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified Partyfraud).

Limitations on Indemnity. The indemnification provided for in Sections 8.2(aSection 9.1(a) and 8.2(b) above is Section 9.2 are subject to the following limitations: (ia) No Party shall party will be liable hereunder with respect to claims referred to in Section 8.2(a)(i9.1(a) and Section 9.2 above with respect to any representation or Section 8.2(b)(i) above warranty unless or until the other Party party gives written notice thereof to such party within the Applicable Limitation Date, if any, with respect to such representation or warranty. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party party shall be required to indemnify hereunder (pursuant to the terms of this Section 9.5) for all Losses that which such Party parties may incur (subject to the Threshold Amount and the Cap, if applicable) in respect of the matters that which are the subject of such claim, regardless of when incurred. (iib) Except as otherwise set forth in this Section 8.2(c)(ii), no Party Seller shall not be liable to the other Party Buyer, and Buyer shall not be liable to Seller, for any Loss arising under Section 8.2(a9.1(a) or and Section 8.2(b9.2 above, (i) above (1) unless and until the aggregate amount of all Losses incurred by a Party exceeds USD $1,237,500 5,000 (the “BasketThreshold Amount”), in which case a Party such party shall be liable for all such Losses in excess of Losses, including the Basket or Threshold Amount, and (2ii) to the extent that the aggregate amount of all such Losses indemnified by Seller or Buyer exceeds USD $14,000,000 300,000 (the “Cap”). The Basket ; provided, however, that the foregoing limitations shall not apply with respect to any Loss arising from Retained Liabilities, or related to Losses attributable to a breach of (A) any covenants breach, inaccuracy or failure to be true of any party hereto representation, warranty or (B) the representations and warranties covenant set forth in Sections 2.1 through 2.4Section 4.2 (Authorization), 2.15Section 4.5 (Subsidiaries), 2.17Section 4.9 (Title), 3.1Section 4.10 (Accounts Receivable), 3.2Section 4.20 (Compliance with Laws), and 3.6Section 4.22 (Taxes). (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified Party.

Limitations on Indemnity. (a) The indemnification provided for in Sections 8.2(a) Shareholders shall not have any liability or obligation to Parent, Merger Sub or the Surviving Corporation whatsoever, and 8.2(b) above is subject to the following limitations: (i) No Party no claim shall be liable hereunder with respect to claims referred to in Section 8.2(a)(i) or Section 8.2(b)(i) above unless asserted against the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this AgreementShareholders, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising indemnification under Section 8.2(a8.1(a) or Section 8.2(b) above (1) unless and until the aggregate amount of all Losses incurred by Merger Sub and/or the Surviving Corporation as a Party result thereof exceeds $1,237,500 (the “Basket”)20,000, in which case a Party shall be liable for all such Losses in excess of the Basket or (2) and then only to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (20,000 and is less than $1,100,000; provided, however, that the “Cap”). The Basket limitations set forth above in this Section 8.3(a) shall not apply with respect to any Loss arising from or related to a breach of (Ai) any covenants breach or inaccuracy of the Shareholders' representations or warranties of which any party hereto Shareholder had knowledge at any time prior to or on the date hereof, or (Bii) claims for indemnification resulting from the breach or inaccuracy of the representations and warranties set forth in Sections 4.1(a) (Organization), 4.2 (Authorization), 4.3 (Validity; Binding Effect), 4.5(a) (Title to Shares) and 4.18 (Broker's Fees) (the matters described in clauses (i) and (ii) immediately above, collectively, "Carve-Out Claims"). For the avoidance of doubt, the limitations set forth above in this Section 8.3(a) shall not apply to claims for indemnification arising under Sections 8.1(b) through (d). (b) All representations and warranties in this Agreement, the Schedules and the certificates and other documents delivered pursuant hereto shall survive the Closing and be enforceable against the party making the same for a period of two (2) years from the Closing Date at which time they shall expire and be of no further force or effect; provided, however, that (i) Carve-Out Claims shall survive indefinitely, and (ii) the representations and warranties set forth in Sections 2.1 through 2.44.15 (Employee Benefits), 2.15, 2.17, 3.1, 3.2, 4.8 (Taxes) and 3.6. 4.11 (iiiEnvironmental) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be survive for the sole and exclusive remedy period of the Company Stockholder Parties statute of limitations applicable to such representations and Buyer Parties, respectively, warranties. Any claim for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders indemnification with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement such matter which is not asserted by a notice given as herein provided within such period of survival may not be pursued and shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified Partythereafter forever barred.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party shall be liable hereunder with respect to claims referred to in Section 8.2(a)(i) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date11.4.1. Notwithstanding any implication anything to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall indemnification for Losses may be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising recovered from Seller under Section 8.2(a) or Section 8.2(b) above (1) 11.2.1 of this Agreement unless and until the aggregate amount of all such indemnifiable Losses incurred by a Party to the Buyer under Section 11.2.1 exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the 100,000. The aggregate amount of all indemnification for Losses which may be recovered from Seller shall not exceed the amount of $1,900,000; provided however, that such Losses exceeds $14,000,000 (the “Cap”). The Basket maximum limit shall not apply with respect to any Loss arising from or related to a breach of (Aa) any covenants of any party hereto or (Bclaims made under Section 11.2.1(a) for the representations and warranties set forth in Sections 2.1 through 2.4Section 5.2 (solely as it applies to authorization); Section 5.4 (solely as it applies to title of assets (other than Real Property)); Section 5.8 (Environmental Matters); and Section 5.13 (Taxes); (b) any claims made under Section 11.2.1(c), 2.15irrespective of whether such claims also constitute claims under Section 11.2.1(a), 2.17, 3.1, 3.2, and 3.6or (c) the obligation to pay post-Closing adjustments pursuant to Section 3.3. (iii) The rights of any Company Stockholder Parties or 11.4.2. Notwithstanding anything to the contrary contained in this Agreement, no indemnification for Losses may be recovered from Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision under Section 11.3.1 of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related unless and until the aggregate amount of such indemnifiable Losses to the Transactions. (iv) For purposes Seller under Section 11.3.1 exceeds $100,000. The aggregate amount of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as indemnification for Losses which may be recovered from Buyer shall not exceed the amount of Losses resulting therefrom$1,900,000; provided however, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier such maximum limit shall be read and interpreted as if such qualification was not included therein.apply to (a) claims made under Section 11.3.1 (va) Notwithstanding anything for the representations and warranties set forth in this Agreement Section 6.2 (solely as it applies to the contraryauthorization); (b) any claims made under Section 11.3.1(b), (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders with respect to any right to indemnification hereunder or other irrespective of whether such claims arising after the Closing with respect to the Merger or otherwise arising also constitute claims under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying PartySection 11.3.1(a), or any of them, had an intent (c) the obligation to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) pay post-Closing adjustments pursuant to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified PartySection 3.3.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a(a) Shareholders shall not have any liability or obligation to Merger Sub or the Surviving Corporation whatsoever, and 8.2(b) above is subject to the following limitations: (i) No Party no claim shall be liable hereunder with respect to claims referred to in Section 8.2(a)(i) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreementasserted against Shareholders, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising indemnification under Section 8.2(a8.1(a) or Section 8.2(b) above (1) unless and until the aggregate amount of all Losses incurred by Merger Sub and/or the Surviving Corporation as a Party result thereof exceeds $1,237,500 (the “Basket”)50,000, in which case a Party shall be liable for all such Losses in excess of the Basket or (2) and then only to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (50,000 and is less THAN $5,500,000; provided, however, that the “Cap”). The Basket limitations set forth above in this Section 8.3(a) shall not apply with respect to any Loss arising from or related to a breach of (Ai) any covenants breach or inaccuracy of Shareholders' representations or warranties of which any party hereto Shareholder had knowledge at any time prior to or on the date hereof, or (Bii) claims for the breach or inaccuracy of the representations and warranties set forth in Sections 4.1(a) (Organization), 4.2 (Authorization), 4.3 (Validity; Binding Effect), 4.5(a) (Title to Shares) and 4.18 (Broker's Fees) (the matters described in clauses (i) and (ii) above, collectively, "Carve-Out Claims"). For the avoidance of doubt, the limitations set forth above in this Section 8.3(a) shall not apply to claims for indemnification arising under Sections 8.1(b) through (d). (b) All representations and warranties in this Agreement, the Schedules and the certificates and other documents delivered pursuant hereto shall survive the Closing and be enforceable against the party making the same for a period of two (2) years from the Closing Date at which time they shall expire and be of no further force or effect; provided, however, that (i) Carve-Out Claims shall survive indefinitely, (ii) the representations and warranties set forth in Section 4.15 (Employee Benefits) shall survive for five (5) years from the Closing Date, and (iii) the representations and warranties set forth in Sections 2.1 through 2.4, 2.15, 2.17, 3.1, 3.2, 4.8 (Taxes) and 3.6. 4.11 (iiiEnvironmental) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be survive for the sole and exclusive remedy period of the Company Stockholder Parties statute of limitations applicable to such representations and Buyer Parties, respectively, warranties. Any claim for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty of the Company, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included therein. (v) Notwithstanding anything in this Agreement to the contrary, (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against the Company Stockholders indemnification with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement such matter which is not asserted by a notice given as herein provided within such period of survival may not be pursued and shall be in the aggregate expressly limited to the Indemnification Escrow Fund and (B) nothing contained in this Article 8 shall in any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified Partythereafter forever barred.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party Except as set forth in Section 12.1(c)(ii) and 12.1(d), the Buyer Indemnitees shall not be liable hereunder entitled to assert any right to indemnification under Section 12.1(a)(i) and (ii), (X) except with respect to individual claims referred to or a series of related claims that exceed $1,000,000 in Section 8.2(a)(iamount (the “Threshold”) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. and (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1Y) until the aggregate amount of all the Buyer Losses incurred actually suffered by the Buyer Indemnitees as a Party exceeds $1,237,500 result of individual claims (or a series of related claims) that each exceed the “Basket”)Threshold exceeds, in which case on a Party shall be liable for all such Losses in excess of cumulative basis, the Basket or (2) Deductible Amount, and then only to the extent that such Buyer Losses exceed, in the aggregate aggregate, the Deductible Amount. Except as set forth in Section 12.1(c)(ii), Seller shall not be required to indemnify the Buyer Indemnitees for Buyer Losses under Section 12.1(a)(i) in any amount exceeding, in the aggregate, an amount equal to ten percent (10%) of all the Purchase Price, as such Losses exceeds $14,000,000 Purchase Price may be adjusted pursuant to Section 2.3(b). (the “Cap”). ii) The Basket foregoing provisions of Section 12.1(c)(i) shall not apply with respect to any Loss claim arising out of, resulting from or related relating to a breach of (A) any covenants of any party hereto Seller’s representations or (B) the representations and warranties set forth in Sections 2.1 through 2.44.1 (Organization of Seller), 2.154.2(a) (Organization of MidCon Entities), 2.174.2(c) (Ownership of Equity; Encumbrances), 3.14.2(d) (Rights to Acquire Equity), 3.24.4 (Seller’s Authority) and 4.18 (Brokerage Fees); provided, that in no event shall Seller ever be required to indemnify the Buyer Indemnitees for Buyer Losses arising out of, resulting from or relating to breaches of such representations and 3.6warranties in an amount exceeding, in the aggregate, an amount equal to the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b). (iii) The rights amount of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 Loss for which a Buyer Indemnitee claims indemnification shall be reduced by: (A) any insurance proceeds actually received by the sole Buyer Indemnitees with respect to a Buyer Loss and exclusive remedy of (B) the Company Stockholder Parties and Buyer Parties, respectively, for any breaches value of any representation net tax benefit actually realized (by reason of a Tax deduction, shifting of income to Seller, or warranty or provision of this Agreement or other agreement entered into Tax credits that directly relate to such Buyer Loss) by the Buyer Indemnitees in connection with this Agreement or any claim against any Company Stockholder Parties or the Buyer Parties related to the TransactionsLoss which shall be determined after taking into account and utilizing all of Buyer’s and its Affiliates other available Tax attributes. (iv) For purposes Except as set forth in Section 12.1(c)(v), the Seller Indemnitees shall not be entitled to assert any right to indemnification under Section 12.1(b) until the aggregate amount of this Article 8all the Seller Losses actually suffered by the Seller Indemnitees as a result of individual claims (or a series of related claims) that each exceed the Threshold exceeds, on a cumulative basis, the Deductible Amount, and then only to the extent such Seller Losses exceed, in determining whether there has occurred a breach of a representation or warranty the aggregate, the Deductible Amount. Except as set forth in Section 12.1(c)(v), Buyer shall not be required to indemnify the Seller Indemnitees for Seller Losses under Section 12.2(b)(i) in any amount exceeding, in the aggregate, an amount equal to ten percent (10%) of the CompanyPurchase Price, on the one hand, or WuXi and Holdco, on the other hand, contained in or made in writing as such Purchase Price may be adjusted pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are qualified by a Material Adverse Effect or any other materiality qualifier shall be read and interpreted as if such qualification was not included thereinSection 2.3(b). (v) Notwithstanding anything The foregoing provisions of Section 12.1(c)(iv) shall not apply to any claim arising out of, resulting from or relating to a breach of Buyer’s representations or warranties set forth in this Agreement Sections 5.1 (Organization of Buyer), 5.2 (Buyer’s Authority) and 5.7 (Brokerage Fees); provided, that in no event shall Buyer ever be required to indemnify the Seller Indemnitees for Seller Losses arising out of, resulting from or relating to breaches of such representations and warranties in an amount exceeding, in the aggregate, an amount equal to the contrarysum of the Purchase Price, as such Purchase Price may be adjusted pursuant to Section 2.3(b). (vi) The amount of any Seller Loss for which a Seller Indemnitee claims indemnification shall be reduced by: (A) WuXi’s (and any Buyer Parties) sole and exclusive recourse against insurance proceeds actually received by the Company Stockholders Seller Indemnitees with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund a Seller Loss and (B) nothing contained in this Article 8 shall in the value of any way limitnet tax benefit actually realized (by reason of a Tax deduction, impairshifting of income to Buyer, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party Tax credits that directly relate to such Seller Loss) by Seller Indemnitees in connection with any the Seller Loss which shall be determined after taking into account and utilizing all of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise Seller’s and its Affiliates other available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified PartyTax attributes.

Limitations on Indemnity. The indemnification provided for in Sections 8.2(a) and 8.2(b) above is subject to the following limitations: (i) No Party None of the Buyer Indemnitees shall be liable hereunder with respect entitled to claims referred assert any right to in indemnification under Section 8.2(a)(i12.1(a) or Section 8.2(b)(i) above unless the other Party gives written notice thereof within the Applicable Limitation Date. Notwithstanding any implication to the contrary contained in this Agreement, so long as a Party delivers written notice of a claim no later than the Applicable Limitation Date, the other Party shall be required to indemnify hereunder for all Losses that such Party may incur in respect of the matters that are the subject of such claim, regardless of when incurred. (ii) Except as otherwise set forth in this Section 8.2(c)(ii), no Party shall be liable to the other Party for any Loss arising under Section 8.2(a) or Section 8.2(b) above (1) until the aggregate amount of all Losses incurred by a Party exceeds $1,237,500 (the “Basket”), in which case a Party shall be liable for all such Losses in excess of the Basket or (2) to the extent that the aggregate amount of all such Losses exceeds $14,000,000 (the “Cap”). The Basket shall not apply with respect to any Loss arising from or related to a breach of (A) any covenants of any party hereto or (B) the representations and warranties set forth in Sections 2.1 through 2.4, 2.15, 2.17, 3.1, 3.2, and 3.6. (iii) The rights of any Company Stockholder Parties or Buyer Parties to recover any amounts pursuant to this Article 8 shall be the sole and exclusive remedy of the Company Stockholder Parties and Buyer Parties, respectively, for any breaches of any representation or warranty or provision of this Agreement or other agreement entered into in connection with this Agreement or any claim against any Company Stockholder Parties or Buyer Parties related to the Transactions. (iv) For purposes of this Article 8, in determining whether there has occurred a breach of a representation or warranty under this Agreement unless (x) the Losses arising from any individual breach of a representation or warranty in the Company, on the one hand, case of a representation or WuXi and Holdco, on the other hand, contained in or made in writing pursuant to this Agreement, as well as the amount of Losses resulting therefrom, the provisions of Article 2 and Article 3 that are warranty which is not qualified by a Material Adverse Effect or materiality qualifier exceed $100,000, (y) the Losses arising from any individual breach of a representation or warranty in the case of a representation or warranty which is qualified by a Material Adverse Effect or materiality qualifier exceed $350,000 and (z) the Losses arising from all breaches exceed the Deductible Amount, and then only to the extent such Losses exceed, in the aggregate, the Deductible Amount. (ii) The foregoing provisions of Section 12.1(c)(i) shall not apply to any claim arising from a breach of any covenants or obligations of Seller under this Agreement, or any breach of any representation or warranty set forth in Sections 4.1 (Organization), 4.2(a) (List of Companies), 4.2(c) (Encumbrances to Ownership), 4.2(d) (Options), 4.2(e) (Ownership), 4.4 (Authority), 4.5(a) (No Conflict), 4.10 (Taxes), 4.13(e) (Title to Working Gas), 4.15(a)(iv) (Employment and Labor Matters), or 4.18 (Brokerage Fees) (collectively the "Special Provisions"). (iii) Notwithstanding the foregoing, with respect to any breach of the representation or warranty set forth in Section 4.8(c), no claim shall be made by any Buyer Indemnitee for indemnification under Section 4.8(c) unless Losses arising from breaches of Section 4.8(c) reach $1,000,000 in the aggregate and then only to the extent such Losses exceed $1,000,000 in the aggregate. For purposes of clarity, a $1,200,000 indemnification claim under Section 4.8(c) would only entitle Buyer to make a $200,000 claim and (subject to Section 7.4(b)) such $200,000 amount would have to be applied against the Deductible Amount before any recovery would be made by Buyer against Seller. (iv) In no event shall Seller ever be required to indemnify the Buyer Indemnitees for Losses under Section 12.1(a), or to pay any other materiality qualifier shall be read amount in connection with or with respect to the transactions contemplated by this Agreement (excluding the Related Agreements and interpreted as if such qualification was not included thereinthe transactions contemplated thereby) in any amount exceeding, in the aggregate (x) ten percent (10%) of the Base Purchase Price other than in the case of a breach of any of the Special Provisions or (y) the Base Purchase Price in the case of breaches of the Special Provisions. (v) Notwithstanding anything in this Agreement to the contrary, the indemnification obligations of Seller in Sections 12.1(a)(iii), (iv) and (v) shall not be subject to or limited by the provisions of this Section 12(c). (vi) The amount of any Loss for which a Buyer Indemnitee claims indemnification shall be reduced by: (A) WuXi’s (and any insurance proceeds actually received by Buyer Parties) sole and exclusive recourse against the or a Tejas Company Stockholders with respect to any right to indemnification hereunder or other claims arising after the Closing with respect to the Merger or otherwise arising under or with respect to this Agreement shall be in the aggregate expressly limited to the Indemnification Escrow Fund a Loss; and (B) nothing contained in this Article 8 shall in the value of any way limit, impair, modify or otherwise affect the rights of an Indemnified Party nor shall there be any limitation of liability of an Indemnifying Party net cash tax benefit realized by Buyer in connection with any of such rights of the Indemnified Party (1) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Party based upon an allegation or allegations that the Indemnifying Party, or any of them, had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the transactions contemplated hereby which was relied upon by WuXi or Holdco or (2) to enforce any order of a court of competent jurisdiction which finds or determines that the Indemnifying Party had an intent to defraud or made a willful misrepresentation or willful omission of a material fact in connection with this Agreement and the Transactions which was relied upon by the Indemnified PartyLoss.