Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will shall have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 10.1.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.1.1(b) unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds [**] Dollars ($200,000 [**]) (the “ThresholdThreshold Amount”) (at ), in which point case the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or shall indemnify the Buyer Indemnified Persons for or all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Seller’s aggregate Liability in excess respect of Indemnification Claims arising from the Threshold). Subject breach of, or inaccuracy in, any representation or warranty pursuant to paragraph Section 10.1.1(a) and Indemnification Claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.1.1(b) shall not exceed [**] Dollars (c$[**]) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Indemnity Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap). (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party Notwithstanding anything to the Buyer contrary in Section 10.1.2(a), the monetary limitations in this Section 10.1.2 shall not apply to Indemnification Claims pursuant to Sections 10.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Capital Structure), 3.3 (Power and Authorization), 3.4(e) (Noncontravention of Organizational Documents), 3.11 (Environmental Matters) 3.12 (No Brokers), 3.13 (Taxes) 4.2 (Power and Authorization) 4.4(e) (Noncontravention of Organizational Documents) and 4.6 (No Brokers) (said Sections 3.1, 3.2, 3.3, 3.4(e), 3.11, 3.12, 3.13, 4.2, 4.4(e) and 4.6 being hereinafter referred to collectively as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any “Fundamental Representations and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the SellerWarranties”). (c) Notwithstanding anything to the foregoing, the limitations on liability contrary in paragraphs (aSection 10.1.2(a) and (bSection 10.1.2(b) the Sellers aggregate Liability in respect of this Section 7.4 shall not apply to (i) claims related to breaches Indemnification Claims arising from the breach of or inaccuracies inaccuracy in the representations and or warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 3.5.1 (Litigation) and 3.19; Section 3.8.1(a) (iiContractual Obligations of the Company) claims for indemnification pursuant to Section 10.1.1(a), together with the Seller’s aggregate Liability for Indemnification Claims brought after the Closing arising from the breach of any provision of covenant or agreement to be performed prior to the Closing pursuant to Section 7 10.1.1(b) and Indemnification Claims arising from the breach of, or inaccuracy in, any other representation or warranty pursuant to Section 10.1.1(a), other than Sections 7.2(a)(i) in respect of the Fundamental Representations and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof Warranties shall not exceed [**] Dollars ($[**]) (the Purchase Price and provided further nothing herein shall “Special Indemnity Cap”). (d) Notwithstanding anything to the contrary in this Agreement, Indemnification Claims pursuant to Sections 10.1.1(c), 10.1.1(d) or 10.1.1(c), or for Losses arising from the breach of any covenant or agreement to be deemed performed by Seller after the Closing pursuant to limit an Indemnified Party’s ability Section 10.1.1(b) other than any breach of Sellers obligations under Section 3 of the Transition Services Agreement (i.e., Consulting Services) are not subject to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or of the monetary relief available for such claim. Subject to limitations in this Section 6.3(b)10.1.2, any including the Threshold Amount, the Indemnity Cap and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartySpecial Indemnity Cap.

Monetary Limitations. (a) The Buyer will shall have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Buyer Seller Indemnified Persons exceeds $200,000 (the “Threshold”) (at Threshold Amount, in which point case the Seller or Buyer will indemnify, as applicable shall indemnify the Seller Indemnified Persons or the Buyer Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in excess respect of Indemnification Claims arising from the Threshold). Subject breach of, or inaccuracy in, any representation or warranty pursuant to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”Section 10.2 1(a) and (ii) Indemnification Claims brought after Closing arising from the maximum aggregate liability breach of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall any covenant or agreement to be limited performed prior to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party Closing pursuant to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a10.2.1(b) will be paid not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall 10.2.2 will not apply to (iIndemnification Claims pursuant to Sections 10.2.1(a) claims related to in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.1Sections 5.1 (Organization), 3.25.2 (Power and Authorization), 3.5, 3.12, 3.13 and 3.19; 5.4(e) (iiBreach of Organizational Documents) claims for indemnification or 5.6 (No Brokers). Indemnification Claims pursuant to any provision of Section 7 other than Sections 7.2(a)(i10.2.1(c) and 7.2(b)(ior 10.2.1(d); provided however, that the aggregate liability with respect or for Losses arising as described in clauses (i) and (ii) hereof shall from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party10.2.2.

Monetary Limitations. (a) The Buyer Neither any Seller nor any Principal will have no any obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) in respect to of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) 500,000 (at which point the Seller or Buyer Sellers and the Principals will indemnify, as applicable the Seller Indemnified Persons or indemnify the Buyer Indemnified Persons for all such Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller such amount in accordance with payment instructions provided by the Buyerother provisions of this ARTICLE VII). Any The Sellers’ and all dollar amounts payable by the Buyer as an Indemnifying Party Principals’ aggregate liability in respect of claims for indemnification pursuant to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) will be paid not exceed $10 million. The limitations in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall immediately preceding two sentences will not apply to (ia) claims related for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the representations and warranties set forth in Section 3.1immediately following sentence, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 7.01(a) or Section 7.01(b) (other than Sections 7.2(a)(iSection 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) and 7.2(b)(iare not subject to the monetary limitations set forth in this Section 7.01(c); provided however. Notwithstanding anything to the contrary in this Agreement, that (x) in no event shall the aggregate liability with respect Losses arising as described in clauses (i) of the Principals and the Sellers under this ARTICLE VII and Section 8.01 exceed the Overall Indemnity Cap and (iiy) hereof in no event shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing aggregate liability of any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Principal under Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) 7.01 and Section 7.1(b)(i8.01 (when combined, without duplication with his Pro Rata Percentage of the Sellers’ liability under such provisions) will be paid exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap. Notwithstanding anything to the contrary in cash without deduction or set off by such Indemnifying Party this Agreement, no amounts distributed to Buyer out of the Escrow Cash Amount in accordance with payment instructions provided by the Indemnified PartyEscrow Agreement shall be applied against the $10 million limit described in the second sentence of this Section 7.01(c).

Monetary Limitations. (ai) The Subject to the provisions of this ARTICLE XI, all Losses imposed upon or incurred by the Buyer will have no obligation Indemnified Parties for claims made pursuant to indemnify Section 11.2(a)(vii) shall be satisfied and paid in cash in immediately available funds directly by the Family Trust Seller, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, on a joint and several basis, which shall not exceed $35,000,000 in the aggregate. Notwithstanding anything to the contrary, Losses arising from or related to claims made pursuant to Section 11.2(a)(vii) shall not be recoverable from the Indemnity Escrow Fund. (ii) Subject to the provisions of this ARTICLE XI, all Losses imposed upon or incurred by the Buyer Indemnified Parties for claims made pursuant to Section 11.2(a) (other than pursuant to Section 11.2(a)(vii)) shall be satisfied solely and exclusively from the then remaining Indemnity Escrow Fund. Seller Indemnified Persons and the Seller will have no obligation Indemnifying Parties’ maximum liability to indemnify the Buyer Indemnified Persons pursuant Parties under this Agreement shall be limited to the Indemnity Escrow Amount (except as provided in Section 7.2 11.2(b)(i)). (iii) Subject to the provisions of this ARTICLE XI, and except with respect to Losses arising from the breach claims for indemnification in respect of breaches of, or inaccuracy inaccuracies in, any representation or warranty described therein representations and warranties set forth in Section 3.1 (Authority), Section 3.2 (Noncontravention), Section 3.3 (Title to Shares), Section 5.1 (Organization, Capitalization of the Acquired Companies; Authority), clauses (a) and (b) of Section 5.4 (Noncontravention), Section 5.18 (Taxes), Section 5.21(a), Section 5.21(b) and Section 5.21(c) (Environmental Matters), and Section 5.22 (Brokers) (the “Fundamental Representations”), Seller Indemnifying Parties shall not be required to indemnify the Buyer Indemnified Parties in respect of Section 11.2(a)(i) unless the aggregate amount of all such Losses incurred or suffered by for which the Buyer Indemnified Persons Parties are otherwise entitled to indemnification thereunder exceeds $200,000 2,112,500 (the “ThresholdDeductible” and the Buyer Claims to which the Deductible applies, the “Deductible Buyer Claims”) (at ). Subject to the other provisions of this ARTICLE XI, once the aggregate amount of such Losses for which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for Parties are otherwise entitled to indemnification pursuant to such Deductible Buyer Claims exceeds the Deductible, then the Buyer Indemnified Parties shall be entitled to recover all such Losses in excess of the ThresholdDeductible up to the Indemnity Escrow Funds. With respect to the matters described in Section 11.2(a)(i). Subject , Seller Indemnifying Parties will not be liable for Losses with respect to paragraph an individual matter or series of related matters for which a claim may be made under Section 11.2(a)(i) (cother than the Fundamental Representations), unless the aggregate amount of Losses for such matter or series of matters exceeds $50,000 (the “Per Claim Basket”) below, (i) and such Losses with respect to such claims or series of related claims shall not be applied towards the maximum aggregate liability satisfaction of the Seller for all claims by Deductible unless such Losses exceed the Buyer Indemnified Persons under 7.1(a)(i) for Per Claim Basket, in which case the full amount of such Losses shall be limited to $3,500,000 (applied towards the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the CapDeductible. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with Sections 6.1.1(a) in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) 20,000 (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the indemnify Buyer Indemnified Persons for all such Losses (the “Indemnity Deductible”), and Seller’s aggregate liability in excess respect of claims for indemnification arising from the Thresholdbreach of, or inaccuracy in, any representation or warranty pursuant to Sections 6.1.1(a) will not exceed $500,000 (the “Indemnity Cap”). Subject , provided, however, that (X) the Indemnity Cap will not apply to paragraph (c) below, (i) the maximum claims for indemnification pursuant to Sections 6.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(e) (Breach of Organizational Documents), 3.8(f) and 3.14 (Tax Matters), 3.16 (Environmental Matters), 3.24 (No Brokers) with respect to which Seller’s aggregate liability in respect of claims for indemnification arising from the Seller for all claims breach of, or inaccuracy in, any representation or warranty pursuant to Sections 6.1.1(a) will not exceed the aggregate Purchase Price actually received by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and Seller, or (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) based upon fraud or intentional misrepresentation and (bY) of this Section 7.4 the Indemnity Deductible shall not apply to (i) claims related for indemnification pursuant to Sections 6.1.1(a) in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.1Sections 3.1 (Organization), 3.23.2 (Power and Authorization), 3.53.4(e) (Breach of Organizational Documents), 3.123.8(f) and 3.14 (Tax Matters), 3.13 and 3.19; 3.24 (No Brokers), or (ii) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall 6.1.1 are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party6.1.2.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, Notwithstanding any representation or warranty described therein unless the aggregate amount other provision of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) belowthis Agreement, (i) the maximum aggregate liability no Seller shall have any obligation to indemnify any Buyer Indemnitee pursuant to Section 10.2.6 (other than with respect to breaches or inaccuracies of the Seller for representations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) unless and until, and only to the extent that, the aggregate of all claims such individual Losses incurred or sustained by all Buyer Indemnitees with respect to which Buyer Indemnitees are entitled to indemnification under Section 10.2.6 (other than with respect to breaches or inaccuracies of the Buyer Indemnified Persons under 7.1(a)(irepresentations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) for Losses shall be limited to exceeds Two Million Dollars ($3,500,000 2,000,000) (the “Cap”) "Minimum Aggregate Loss"), in which case the Sellers shall only be liable for the amount by which all such Losses exceed the Minimum Aggregate Loss and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited Sellers to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to indemnify the Buyer as an Indemnified Party in connection with a claim Indemnitees for Losses under Section 6.1(a10.2.6 (other than with respect to breaches or inaccuracies of the representations and warranties contained in Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 and 5.30) will be paid shall in cash by Seller in accordance with payment instructions provided by no event exceed Forty Million Dollars ($40,000,000) (the Buyer"Maximum Aggregate Loss"). Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, it is understood that the limitations on liability Sellers' obligations to indemnify any Buyer Indemnitee pursuant to Section 10.2.6 with respect to breaches or inaccuracies of the representations or warranties contained in paragraphs Sections 5.1, 5.2, 5.7(a), 5.14, 5.17, 5.18 or 5.30 or pursuant to Sections 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.7, 10.2.8 or 10.2.9 (atogether, the "Surviving Representations, Warranties and Obligations") and (b) of this Section 7.4 shall not apply be subject to (i) claims related to breaches the Minimum Aggregate Loss or the Maximum Aggregate Loss. It is further understood and agreed that the sole source of or inaccuracies in payment for any Buyer Indemnitee against, and the representations and warranties set forth in Section 3.1sole responsibility of, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims any Seller for indemnification pursuant to any provision this Article 10 (except for claims for breaches of Section 7 other than Sections 7.2(a)(ithe Surviving Representations, Warranties and Obligations) shall be from such Seller's Seller's Percentage of the Escrow Account pursuant to the Escrow Agreement and 7.2(b)(i); provided however, that from amounts due to such Seller pursuant to the Earnout Agreement. In no event shall the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not of any Seller for indemnification pursuant to this Article 10 exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off aggregate consideration received by such Indemnifying Party in accordance with payment instructions provided by Seller pursuant to this Agreement, the Indemnified PartyEarnout Agreement and the Escrow Agreement.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller Sellers will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 11.1.1 in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) 196,000 (at which point the Seller or Buyer Sellers will indemnify, as applicable the Seller Indemnified Persons or indemnify the Buyer Indemnified Persons for all such Losses in excess of from dollar one, including the Thresholdfirst $196,000 and not only to the extent such Losses exceed $196,000). Subject to paragraph (c) below; provided, (i) however, that the maximum Sellers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.1.1 will not exceed $1,900,000; provided further, however, that the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) foregoing limitations will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (ia) claims related for indemnification pursuant to Section 11.1.1 in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.1Sections 3.1 (Organization), 3.23.3 (Power and Authorization), 3.53.5(e) (Breach of Organizational Documents), 3.123.6 (Ownership; Debt), 3.13 3.11.1 (Assets), 3.16.1(a) (Legal Compliance), 3.16.2 (Illegal Payments), 3.17 (Tax Matters), 3.27 (No Brokers), 4.1 (Organization), 4.2 (Power and 3.19; Authorization), 4.3 (iiNoncontravention), 4.4 (Title), 5.1 (Organization), 5.2 (Power and Authorization), 5.4 (Noncontravention), 5.5 (Title), 5.6 (No Brokers) and 5.7 (Ownership) or (b) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to the proviso immediately preceding this sentence and any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 this Agreement other than Section 7.1(a)(i) and 11.1.1 are not subject to the monetary limitations set forth in this Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party11.1.2.

Monetary Limitations. (a) The Buyer Sellers will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 10.01(a)(ii) and Section 10.01(a)(v) in respect to of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 Four Hundred Fifty Thousand Dollars (CAD$450,000) (the “ThresholdBasket Amount”) (at ), in which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or case the Buyer Indemnified Persons shall be entitled to indemnification for all such Losses in excess of the Threshold). Subject Basket Amount, and the Sellers’ aggregate liability in respect of claims for indemnification pursuant to paragraph Section 10.01(a)(ii) and Section 10.01(a)(v) will not exceed an amount equal to twenty percent (c20%) below, of the Adjusted Purchase Price and each Sellers’ aggregate liability in respect of claims for indemnification pursuant to Section 10.01(a)(ii) and Section 10.01(a)(v) will not exceed the lesser of (i) the maximum aggregate liability such Seller’s Pro Rata Percentage of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) being claimed and (ii) the maximum aggregate liability such Seller’s Pro Rata Percentage of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited an amount equal to the Cap. twenty percent (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b20%) of this Section 7.4 shall the Adjusted Purchase Price; provided, that the foregoing limitations will not apply to (iclaims for indemnification pursuant to Section 10.01(a)(ii) claims related to and Section 10.01(a)(v) in respect of breaches of of, or inaccuracies in in, the representations and warranties set forth in Section 3.13.01 (Organization), 3.2Section 3.02 (Power and Authorization), 3.5Section 3.04(b) (Breach of Organizational Documents), 3.12Section 3.05 (Capitalization), 3.13 Section 3.07(l) (Absence of Certain Developments Related to Taxes), Section 3.08 (Debt), Section 3.23 (No Brokers), Section 3.26 (Pre-Closing Transactions), Section 4.01 (Organization), Section 4.02 (Power and 3.19; Authorization), Section 4.04(b) (iiBreach of Organizational Documents), Section 4.05 (Title) claims and Section 4.06 (No Brokers) (or as such representations and warranties are repeated or confirmed in the certificate delivered at Closing pursuant to Section 7.04(b)) (collectively, the “Seller Fundamental Representations”) and those set forth in Section 3.14 (Tax Matters). Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i10.01(a) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b10.01(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (a) The Buyer Securityholders will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Parent Indemnified Persons pursuant to Section 7.2 with 9.01(a)(i) in respect to of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Parent Indemnified Persons exceeds $200,000 (the “Threshold”) 300,000 (at which point the Seller or Buyer Securityholders will indemnify, as applicable indemnify the Seller Indemnified Persons or the Buyer Parent Indemnified Persons for all such Losses incurred or suffered pursuant to Section 9.1(a)(i) in excess of $300,000), and the Threshold). Subject to paragraph (c) below, (i) the maximum Securityholders’ aggregate liability in respect of the Seller claims for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited indemnification pursuant to $3,500,000 (the “Cap”Sections 9.01(a)(i), 9.01(a)(ii), 9.01(a)(iv) and (iiSection 9.01(a)(v) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall will be limited to the Cap.Escrow Amount as provided in Section 9.05(b); provided, that: (bi) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) The foregoing limitations will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (iclaims for indemnification pursuant to Section 9.01(a)(i) claims related to in respect of breaches of of, or inaccuracies in in, the representations and warranties set forth in Section 3.1Sections 4.01 (Organization), 3.24.02 (Power and Authorization), 3.54.04(b)(iii) (Noncontravention), 3.124.05 (Capitalization of Company), 3.13 and 3.19; 4.24 (No Brokers); (ii) Claims for indemnification under Section 9.1(a)(ii), Section 9.01(a)(iv) and Section 9.01(a)(v) will not be subject to the $300,000 deductible referred to above but will be subject to the overall limitation set forth in Section 9.05(b); and (iii) The foregoing limitations will not apply to claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to Section 9.01(a)(i) in respect of any breaches of Section 4.13 (Tax Matters) and claims for indemnification under Article X (collectively, “Tax Claims”) and claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i9.01(a)(iii) and 7.2(b)(iare not subject to the monetary limitations set forth in this Section 9.01(b); . In addition to the limitations provided howeverin Section 9.05(b), that the aggregate liability with of any Securityholder in respect Losses arising as described in clauses (iof claims for indemnification pursuant to Section 9.01(a) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed total Merger Consideration and/or Option Payments received by such Securityholder; provided, that the foregoing limitation will not apply to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action claims based on upon fraud or intentional misrepresentation or the monetary relief available for and will not apply to any claim against such claim. Subject Securityholder pursuant to Section 6.3(b9.01(a)(iii). Notwithstanding anything to the contrary contained herein, any and all dollar amounts payable by an Indemnifying Party other than with respect to an Indemnified Party in connection with claims based on the fraud or intentional misrepresentation of such Securityholder or a claim for Losses under any provision of against such Securityholder pursuant to Section 7 other than Section 7.1(a)(i9.01(a)(iii) and Tax Claims, no Securityholder shall be liable for more than its Pro Rata Escrow Percentage of any Loss subject to indemnification under Section 7.1(b)(i) 9.01 (a). With respect to any Tax Claims not fully covered by the Escrow Amount, each Securityholder will be paid in cash without deduction or set off by liable for its Pro Rata Proceeds Percentage of such Indemnifying Party in accordance with payment instructions provided Tax Claims not fully covered by the Indemnified PartyEscrow Amount.

Monetary Limitations. (a) The Buyer will have no obligation Notwithstanding anything to indemnify the Seller Indemnified Persons contrary in this Agreement (but subject to the exception for fraud in Section 8.1.2(c) on the terms and subject to the Seller will have no obligation to indemnify the conditions in Section 8.1.2(c)), (i) a Buyer Indemnified Persons Person shall not be indemnified pursuant to Section 7.2 8.1.1(a) (other than based on a breach or inaccuracy in the representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(e) (Breach of Organizational Documents), 3.5.1, 3.5.2, 3.5.3 (Capitalization), 3.15 (Tax), 3.25 (No Brokers), 4.1 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (Organization), 4.2 (Power and Authorization), 4.4(d) (No Breach of Organizational Documents), 4.5 (Title) and 4.6 (No Brokers), with respect to Losses arising from which the breach of, or inaccuracy in, any representation or warranty described therein unless limitations in this clause (i) of Section 8.1.2(a) shall not apply) until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (exceeds, on a cumulative basis, the “Threshold”) (at Threshold after which point the Seller or Buyer indemnification will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons be available for all Losses, not only the Losses in excess of that exceed the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of a Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 Person shall not apply be indemnified pursuant to Section 8.1.1(a) (i) claims related to breaches of other than based on a breach or inaccuracies inaccuracy in the representations and warranties set forth in Section 3.1Sections 3.15 (Tax) and 4.4(d) (No Breach of Organizational Documents)), 3.2, 3.5, 3.12, 3.13 and 3.19; with respect to which the limitations in this clause (ii) claims of Section 8.1.2(a) shall not apply) for any Materiality Strip Losses until the aggregate amount of all Materiality Strip Losses incurred or suffered by the Buyer Indemnified Persons exceeds, on a cumulative basis, [*] (the “Materiality Strip Deductible”) (after which the Buyer Indemnified Person shall recover only Losses in excess of the Materiality Strip Deductible) and (iii) the aggregate amount of Losses for which the Buyer Indemnified Persons may be indemnified pursuant to this Article 8 shall not exceed the aggregate amounts [*]. For example, (A) if the Buyer Indemnified Persons incur [*] of Losses for which they are entitled to indemnification pursuant to Section 8.1.1(a), and [*] of such Losses are [*], then the Buyer Indemnified Persons would be entitled to indemnification pursuant to Section 8.1.1(a) for [*] and (B) if the Buyer Indemnified Persons then later incur an additional [*] of Losses for which they are entitled to indemnification pursuant to Section 8.1.1(a), and [*] of such Losses [*], then the Buyer Indemnified Persons would be entitled to indemnification pursuant to Section 8.1.1(a) for an additional [*]. (b) Subject to the exception for fraud in Section 8.1.2(c) on the terms and subject to the conditions in Section 8.1.2(c) (i) the rights of the Buyer Indemnified Persons under this Article 8 shall be the sole and exclusive remedy of the Buyer Indemnified Persons and their respective Affiliates with respect to claims under, or otherwise relating to the this Agreement and the Contemplated Transactions and (ii) the Escrow Account shall be the sole and exclusive means for the Buyer Indemnified Persons to collect any provision Losses for which they are entitled to indemnification under this Article 8. In the case of fraud, any Buyer Indemnified Person shall be entitled, at its option, to seek recourse against (without duplication) (i) the Escrow Account, (ii) the Equityholder or Equityholders, as applicable, in each case on the terms and subject to the conditions provided in Section 7 other than 8.1.2(c), or (iii) both the Escrow Account and the Equityholder or Equityholders, as applicable, in each case on the terms and subject to the conditions provided in Section 8.1.2(c). (c) The limitations set forth in Sections 7.2(a)(i8.1.2(a), 8.1.2(b) and 7.2(b)(i)8.3 shall not apply (i) in the case of fraud committed by the Company, to any claim by a Buyer Indemnified Person with respect to such fraud made against the Equityholders on or prior to the Fraud Survival Date and (ii) in the case of fraud committed by one or more Equityholders, to any claim by a Buyer Indemnified Person with respect to such fraud made against such Equityholders (but not any other Equityholders) on or prior to the Fraud Survival Date; provided howeverthat, that in the aggregate liability with respect Losses arising as described case of clause (i), the Liability of the Equityholders for such fraud shall be several and not joint; and provided further that, in the case of both clauses (i) and (ii), in no event shall any Equityholder be liable to the Buyer Indemnified Persons for an amount in excess of the aggregate Initial Consideration, Series Bl Call Purchase Price set forth on Exhibit D (if any), Contingent Consideration (if any) hereof and payments pursuant to the Carve Out Plan (if any) actually paid to such Equityholder pursuant to this Agreement or the Carve Out Plan. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (d) None of Buyer or any of its Affiliates (including the Company) may set off against any payment required to be made by Buyer or any of its Affiliates (including the Company) to the Equityholders or to a Company Indemnified Party pursuant to this Agreement any amounts owed or claimed to be owed to Buyer or any of its Affiliates (including the Company) by any Equityholder or Company Indemnified Party (including, in either case, pursuant to this Article 8). For the avoidance of doubt, the limitations in this Section 8.1.2(d) shall not exceed limit the Purchase Price express rights of the Buyer to deposit in the Escrow Account a portion of Milestone Payments pursuant to, and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in, Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party8.1.3.

Monetary Limitations. (a) The Buyer Spectrum will have no obligation to indemnify the Seller Purchaser Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 14.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Buyer Purchaser Indemnified Persons exceeds $200,000 [***] (the “ThresholdIndemnity Basket”) (at which point Spectrum will indemnify the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Purchaser Indemnified Persons for all such Losses in excess of the Thresholdexceeding [***]). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on Spectrum’s liability in paragraphs (arespect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty contained in Sections 7.10, 7.12, 7.14, 7.15 and 7.16 shall not exceed the amount recovered by Spectrum from Bayer under Bayer’s indemnification obligations in the Bayer Agreement. Further, Spectrum’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Spectrum hereunder pursuant to Section 14.1.1(b), will not exceed [***] (b) of such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 7.4 shall 14.1.2 will not apply to (i1) claims related for indemnification pursuant to Section 14.1.1(a) in respect of breaches of of, or inaccuracies in in, the representations and warranties set forth in Section 3.1the following Sections of this Agreement: 7.1 (Organization), 3.27.2 (Power and Authorization), 3.57.4(e) (Breach of Organizational Documents), 3.127.10 (Assets), 3.13 and 3.19; 7.14 (iiIntellectual Property), 7.23 (No Brokers) or 7.26 (Tax Matters), (2) claims for indemnification pursuant to Article 15 (Tax Matters) or (3) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall 14.1.1 are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party14.1.2.