Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (i) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a).

Monetary Limitations. (i) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) PurchaserSeller’s aggregate liability in respect of claims for indemnification pursuant to this Section 9.2(a)(i6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed an aggregate amount equal to [**] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the foregoing limitations will not apply to (a) remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 9.2(a)(i6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in any Fundamental Representation subsections [*], or (b) claims based upon fraud pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid or intentional misrepresentationpayable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); provided, further however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. In addition, Buyer shall not be entitled to recovery for any Losses arising pursuant to Section 6.2(a) until the aggregate value of all such Losses equals at least [*], in which case Buyer shall be entitled to recover the full amount of such Losses. Notwithstanding the foregoing, claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) in respect of breaches of of, or inaccuracies in, any representation or warranty set forth in the following Sections of Fundamental Representations this Agreement : 3.1 (except with respect Organization and Qualification), 3.2 (Authority to claims based upon fraud) or Perform the Agreement), and 3.3 (Tax Matters), are not subject to the monetary limitations set forth in this Section 6.3, nor are claims for indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this Section 9.2(a)(iii6.3), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b6.2(c), 6.2(d), 6.2(e) and Section 2.5(aor 6.2(f).

Monetary Limitations. (i) Purchaser Seller will have no obligation to indemnify Seller Purchaser Indemnified Parties pursuant to Section 9.2(a)(i9.1(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii9.1(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser Seller will have no obligation to indemnify Seller Purchaser Indemnified Parties pursuant to Section 9.2(a)(i9.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Seller Purchaser Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount)]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) PurchaserSeller’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i9.1(a)(i) will not exceed an aggregate amount equal to [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii9.1(a)(iii), PurchaserSeller’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a).

Monetary Limitations. (i) Purchaser Neither any Seller nor any Principal will have no any obligation to indemnify Seller Buyer Indemnified Parties Persons pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii7.01(a)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of7.01(b)(ii), or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i7.01(b)(v) in respect 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 Seller the Buyer Indemnified Parties Persons exceeds [***] $500,000 (at which point Purchaser the Sellers and the Principals will indemnify Seller the Buyer Indemnified Parties Persons for all such Losses in excess of such amountamount in accordance with the other provisions of this ARTICLE VII); provided. The Sellers’ and the Principals’ aggregate liability in respect of claims for indemnification pursuant to Section 7.01(a)(ii), that Section 7.01(b)(ii), or Section 7.01(b)(v) will not exceed $10 million. The limitations in the foregoing limitations immediately preceding two sentences will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of, or inaccuracies in in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud fraud, intentional misrepresentation or intentional misrepresentation; (iii) Purchaser’s aggregate liability breach of any representation or warranty in respect of ARTICLE III or ARTICLE IV. Subject to the immediately following sentence, claims for indemnification pursuant to any provision of Section 9.2(a)(i7.01(a) will or Section 7.01(b) (other than Section 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) are not exceed an aggregate amount equal subject to [***]; providedthe monetary limitations set forth in this Section 7.01(c). Notwithstanding anything to the contrary in this Agreement, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(ix) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s no event shall the aggregate liability will not exceed amounts paid by Purchaser to Seller of the Principals and the Sellers under this Agreement pursuant to Section 2.1(b) ARTICLE VII and Section 2.5(a8.01 exceed the Overall Indemnity Cap and (y) in no event shall the aggregate liability of any Principal under Section 7.01 and Section 8.01 (when combined, without duplication with his Pro Rata Percentage of the Sellers’ liability under such provisions) exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap. Notwithstanding anything to the contrary in this Agreement, no amounts distributed to Buyer out of the Escrow Cash Amount in accordance with the Escrow Agreement shall be applied against the $10 million limit described in the second sentence of this Section 7.01(c).

Monetary Limitations. (i) Purchaser Spectrum will have no obligation to indemnify Seller the Purchaser Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) Persons in respect 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 and until the aggregate amount of all such Losses incurred or suffered by Seller the Purchaser Indemnified Parties Persons exceeds [***] (the “Indemnity Basket”) (at which point Purchaser Spectrum will indemnify Seller the Purchaser Indemnified Parties Persons for all such Losses exceeding [***]). Notwithstanding the foregoing, Spectrum’s liability in excess respect of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches arising from the breach of, or inaccuracies inaccuracy in, any representation or warranty contained in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser[***] shall not exceed [***]. 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 9.2(a)(i14.1.1(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 an aggregate amount equal [***] (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 14.1.2 will not apply to [***]; provided, that the foregoing limitations will not apply to (a) claims . Claims for indemnification pursuant to any other provision of Section 9.2(a)(i) 14.1.1 are not subject to the monetary limitations set forth in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to this Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)14.1.2.

Monetary Limitations. (i) Purchaser Parent will have no obligation to indemnify Seller the Securityholder Indemnified Parties Persons pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i9.02(a)(i) in respect 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 Seller the Securityholder Indemnified Parties Persons exceeds [***] $300,000 (at which point Purchaser the Parent will indemnify Seller the Securityholder Indemnified Parties Persons for all such Losses incurred or suffered pursuant to Section 9.2(a)(i) in excess of such amount$300,000), and the Parent’s liability in respect of claims for indemnification pursuant to Section 9.02(a)(i) will not exceed an amount equal to the Escrow Amount; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i9.02(a)(i) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in any Fundamental Representation Sections 5.01 (Organization), 5.02 (Power and Authorization), 5.04(b)(iii) (Noncontravention) and 5.05 (No Brokers) or (b) claims based upon fraud or intentional misrepresentation; (iii. Claims for indemnification pursuant to any other provision of Section 9.02(a) Purchaserare not subject to the limitations set forth in this Section 9.02(b). In addition to the limitations provided in this Section 9.02(b), Parent’s aggregate liability in respect of to claims for indemnification pursuant to Section 9.2(a)(i9.02(a) will shall not exceed an aggregate amount equal to [***]the Total Merger Consideration; provided, provided that the foregoing limitations limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a).

Monetary Limitations. (i) Purchaser will The Seller Indemnifying Persons shall not have no any obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Purchaser for any particular Loss or related Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a10.2(a)(i) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred equals or suffered by exceeds $32,500 (and no such Losses with an aggregate value of less than $32,500 shall be applied against the Deductible). (ii) Except with respect to Fundamental Representations or the representation and warranties contained in Section 2.23, the Seller Indemnified Parties Indemnifying Persons shall not have any obligation to indemnify Purchaser under Section 10.2(a)(i) until the aggregate amount of all Losses for which the Seller Indemnifying Persons would otherwise be obligated to indemnify Purchaser pursuant to Section 10.2(a)(i) exceeds [***] $1,625,000 (the “Deductible”), at which point the Seller Indemnifying Parties shall indemnify Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply Deductible. (iii) The Seller Indemnifying Persons’ aggregate liability to Purchaser under Section 10.2(a) (a) claims other than any claim for indemnification pursuant to (A) Section 9.2(a)(i10.2(a)(ii)(B) in respect (other than for any breach of breaches of, or inaccuracies in the obligation to indemnify any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect of claims for indemnification Indemnified Party pursuant to Section 9.2(a)(i10.2(a)(i), Section 10.2(a)(ii)(A) will or Section 10.2(a)(iii)), (B) Section 10.2(a)(iv) or (C) Section 10.2(a)(v)) shall not exceed an aggregate amount equal the Indemnification Escrow Fund. (iv) For purposes of this Article 10, Losses shall not include punitive, special or exemplary damages, except to [***]; providedthe extent awarded in a Third-Party Claim. (v) Notwithstanding anything to the contrary set forth herein, that the foregoing limitations will Purchaser shall not apply be entitled to (a) claims for indemnification be indemnified pursuant to this Article 10 for (A) any Indebtedness included in the calculation of Actual Indebtedness, (B) any amount included in the calculation of Actual Sellers’ Transaction Expenses or (C) any current liability included in the final calculation of Actual Working Capital. (vi) The maximum liability of any Seller Indemnifying Person under Section 9.2(a)(i10.2(a) in respect of breaches ofshall not, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; providedevent, further that for claims for indemnification exceed the amount of proceeds actually received by each such Seller Indemnifying Person pursuant to breaches of or inaccuracies of Fundamental Representations this Agreement. (except with respect vii) Notwithstanding anything to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii)the contrary in this Agreement, Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to the Seller Indemnifying Persons shall have no obligation under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)indemnify Purchaser or any of Purchaser’s Affiliates for any Loss resulting from or arising in connection with any Excluded Matter.

Monetary Limitations. (i) Purchaser Buyer will have no obligation to indemnify Seller Indemnified Parties Persons pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i8.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (i) with respect to any claim (or series of related claims) unless such claim (or series of related claims) involves Losses in excess of the Threshold (it being understood that if Losses under a claim equal or exceed the Threshold, the Seller Indemnified Parties shall be indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by Seller Indemnified Parties Persons exceeds [***] the Deductible (at which point Purchaser Buyer will indemnify Seller Indemnified Parties Persons for all such Losses in excess of, but not including, the Deductible) (it being understood that any claims not meeting the Threshold shall not be counted toward the Deductible). Buyer’s aggregate liability in respect of such amount)claims for indemnification pursuant to Section 8.2(a)(i) will not exceed the Cap; provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i8.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in any Fundamental Representation Section 4.1(Due Organization), Section 4.2 (Authorization and Validity of Agreement), or Section 4.9 (Finders; Brokers) or (b) claims based upon fraud or intentional misrepresentation; (iii. Claims for indemnification pursuant to any other provision of Section 8.2(a) Purchaserare not subject to the limitations set forth in this Section 8.2(b); provided, however, that in no event will Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i8.2(b) will not exceed an aggregate the amount equal to [***]; provided, that of the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and Section 2.5(a)Purchase Price.

Monetary Limitations. (i) Purchaser Bayer will have no obligation to indemnify Seller the Genzyme Indemnified Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i) Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 13.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b) with respect to claims brought after the Closing, unless and until the aggregate amount of all such Losses incurred or suffered by Seller the Genzyme Indemnified Parties Persons exceeds $[***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); providedthe “Indemnity Basket”) [**]. Further, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) PurchaserBayer’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 9.2(a)(i13.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b), will not exceed an aggregate amount equal to [**] (i) [**] or (ii) $[**] (such amount, the “Maximum Indemnity Cap”); and Genzyme Indemnified Persons shall be limited to recovering from Bayer in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b), (x) [**] and (y) [**]; provided. Except as provided in Section 13.1.3, that the foregoing monetary limitations contained in this Section 13.1.2 will not apply to (a1) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of[**], or inaccuracies in any Fundamental Representation or (b2) claims based upon fraud or intentional misrepresentation; provided. Except as provided in Section 13.1.3, further that for claims for indemnification pursuant to breaches [**] are not subject to the monetary limitations set forth in this Section 13.1.2. [**] = Portions of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification this exhibit have been omitted pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under a confidential treatment request. An unredacted version of this Agreement pursuant to Section 2.1(b) and Section 2.5(a)exhibit has been filed separately with the Commission.

Monetary Limitations. (i) Purchaser Seller will have no obligation to indemnify Seller Buyer Indemnified Parties Persons pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties pursuant to Section 9.2(a)(i8.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (i) with respect to any claim (or series of related claims) unless such claim (or series of related claims) involves Losses in excess of $5,000 (the “Threshold”) (it being understood that if Losses under a claim equal or exceed the Threshold, the Buyer Indemnified Parties shall be indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by Seller Buyer Indemnified Parties Persons exceeds [***] $4,570,000 (the “Deductible”) (at which point Purchaser Seller will indemnify Seller Buyer Indemnified Parties Persons for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in but not including, the Deductible) (it being understood that any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchasernot meeting the Threshold shall not be counted toward the Deductible). Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 9.2(a)(i8.1(a)(i) will and (iv) shall not exceed an aggregate amount equal to [***]$30,000,000 (the “Cap”); provided, however, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in any Fundamental Representation Section 3.1 (Due Organization), Section 3.2 (Authorization and Validity of Agreement), Section 3.5 (Capitalization; Shares; Subsidiaries) or Section 3.21 (b) claims based upon fraud or intentional misrepresentationFinders; Brokers); provided, further further, that for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.13 (Tax Matters) will be subject to the Cap but will not be subject to the Threshold and the Deductible. Claims for indemnification pursuant to any other provision of Section 8.1(a) are not subject to the monetary limitations set forth in this Section 8.1(b); provided, Purchaserhowever, that in no event will Seller’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement in respect of claims for indemnification pursuant to Section 2.1(b8.1(a) and Section 2.5(a)exceed the amount of the Purchase Price.

Monetary Limitations. (a) An Indemnified Party will not assert any claim for indemnification under Section 9.1(a)(i) or Section 9.1(b)(i) until such time as the aggregate of all Losses that the Indemnified Party may claim against the Indemnifying Party under Section 9.1(a)(i) or Section 9.1(b)(i), as applicable, exceed $100,000 (at which point the Indemnified Party will indemnify the Indemnified Party for all such Losses) (the “Basket”). Subject to Section 9.3(c), (i) the maximum aggregate liability of the Seller for all claims by the Purchaser will have no obligation Indemnified Persons under Section 9.1(a)(i) for Losses shall be limited to indemnify ten percent (10%) of the Revised Net Book Value (the “Cap”) and (ii) the maximum aggregate liability of the Purchaser and the Purchaser Parent for all claims by the Seller Indemnified Parties pursuant Persons under Section 9.1(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 Purchaser or the Purchaser Parent as an Indemnified Party in connection with a claim for Losses under Section 9.2(a)(i9.1(a) will be paid in respect of Lossescash by the Seller in accordance with payment instructions provided by the Purchaser or the Purchaser Parent, nor as applicable. Any and all dollar amounts payable by the Purchaser or the Purchaser Parent as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 9.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in Section 9.3(a) shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (ai) claims for Taxes of the Seller and its Affiliates or Taxes with respect to the Acquired Assets or the Business that are attributable to any Pre-Closing Date Tax Period; or (ii) claims for indemnification pursuant to the provisions of clauses (ii) through (ix) of Section 9.1(a) or clauses (ii) through (vii) of Section 9.1(b); or (iii) claims for indemnification pursuant to Section 9.2(a)(i9.1(a)(i) which pertain to the matters described in Section 9.2(b); provided however, that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses arising out of breaches ofclaims for indemnification pursuant to any provision of this Article IX (other than Section 9.1(a)(iii) (Fraud or Intentional Misrepresentation by the Seller) or Section 9.1(b)(iii) (Fraud or Intentional Misrepresentation by the Purchaser or the Purchaser Parent) shall not exceed the Purchase Price; provided further that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses incurred or inaccuracies in suffered by the Purchaser Indemnified Persons or any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify Seller Indemnified Parties of them pursuant to Section 9.2(a)(i9.1(a)(i) in respect of Losses arising from the for any breach of, or inaccuracy in, the representations and warranties of the Seller set forth in Section 3.9(a) (Title to Acquired Assets) shall not exceed, with respect to the item of Personal Property with respect to which indemnification is sought, an amount equal to the portion of the Purchase Price allocated to such item of Personal Property as set forth in Schedule 9.3(c) to this Agreement (as may be revised to reflect any representation or warranty described therein unless and until adjustments necessary as a result of any adjustment to the Purchase Price referenced in Section 2.4); provided further, that, notwithstanding anything to the contrary herein, the aggregate amount liability of an Indemnifying Party with respect to all such Losses incurred or suffered by Seller Indemnified Parties exceeds [***] (at which point Purchaser will indemnify Seller Indemnified Parties for all such Losses in excess of such amount); provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect arising out of claims for indemnification pursuant to Section 9.2(a)(i9.1(a)(viii) will shall be limited to ten percent (10%) of the Revised Net Book Value (for the avoidance of doubt, such ten percent (10%) limitation shall be separate and independent from, and not exceed subject to, the Cap and Basket described in Section 9.3(a)); and provided further that nothing herein shall be deemed to limit an aggregate amount equal Indemnified Party’s ability, notwithstanding Section 10.15, to [***]; provided, that the foregoing limitations will not apply to (a) claims bring a claim for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, equitable relief or inaccuracies in from bringing any Fundamental Representation or (b) claims action based upon on fraud or intentional misrepresentation; provided, further that misrepresentation or the monetary relief available for claims for indemnification pursuant to breaches of or inaccuracies of Fundamental Representations (except with respect to claims based upon fraudsuch claim under Section 9.1(a)(iii) or claims for indemnification pursuant to Section 9.2(a)(iii), Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b9.1(b)(iii) and Section 2.5(a)in a court of competent jurisdiction.