Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01.

Monetary Limitations. (ia) No claim may be made against Seller for indemnification pursuant Except with respect to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount")Fraud, in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount Sellers shall not apply have any obligation to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations indemnify Parent under Section 10.03(a)(i6.2(a)(i) until the aggregate amount of all Liabilities incurred by Losses for which Sellers are obligated to indemnify Parent pursuant to Section 6.2(a)(i) exceeds $225,000 (the Seller equals or exceeds the Threshold Amount“Basket”), in at which event Buyer point Sellers shall be liable indemnify Parent for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, such Losses in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% excess of the Non-Inventory Purchase PriceBasket (subject to the Cap); and provided, however, that Sellers’ aggregate liability to Parent (ivi) Notwithstanding the foregoing, the limitations set forth in this under Section 10.04(b6.2(a)(i) shall not apply exceed the Indemnification Escrow Cash Amount and (ii) under Section 6.2(a)(ii), Section 6.2(a)(iii) and Section 6.2(a)(iv) shall not exceed the sum of (x) the Indemnification Escrow Cash Amount plus (y) the aggregate value of the Deferred Consideration and the Earnout Consideration (collectively, the “Cap”). (b) Parent shall not have any obligation to indemnify Sellers under Section 6.2(b)(i) until the aggregate amount of all Losses for which Parent is obligated to indemnify Sellers pursuant to Section 6.2(b)(i) exceeds the Basket, at which point Parent shall indemnify Sellers for all such Losses in excess of the Basket (Asubject to the Cap) and Parent’s aggregate liability to Sellers under Section 6.2(b)(i) shall not exceed the Cap. (c) NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, LOST PROFITS, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES UNLESS CLAIMED BY A THIRD-PARTY AND SUBJECT TO AN INDEMNIFICATION OBLIGATION IN SUCH REGARD. (d) Except with respect to Taxes, each of the Parties agrees to take commercially reasonable steps to mitigate, subject to compliance with applicable Laws, any breaches of Sections 4.02, 4.06, 5.02, 5.06 Losses and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising related expenses for which such Party seeks indemnification under or governed by Section 12.01this Agreement.

Monetary Limitations. Notwithstanding anything to the contrary in this Agreement, the Local Asset Sale Agreements and the License Agreement with respect to the Designated Sellers’ representations and warranties contained in this Agreement or any such agreements, the following limitations shall apply to the liability of the Seller and the other Designated Sellers pursuant to Article 9.1.1 (a) arising from the breach by the Seller or any of the other Designated Sellers of any representation or warranty made by the Seller or any of the other Designated Sellers in this Agreement, the License Agreement or any Local Asset Sale Agreement, other than those representations made under Sections 4.1 (Organization and Corporate Power), 4.2 (Authorization; Binding Effect; No Breach), Clause 0 of Exhibit 4.3 (Transfer of the Shares), Clause 1 of Exhibit 4.3 (Title to Tangible Assets) and Clause 17 of Exhibit 4.3 (Sales of the Seller): (i) No claim may be made against The Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount other Designated Sellers shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no any liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by Losses indemnifiable hereunder exceeds one million US dollars (USD 1,000,000), following which the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable from the first US dollar; for all Liabilities the purpose of computing such one million amount, any Loss sustained in a currency other than the US Dollar shall be converted into US Dollars on the basis of the exchange rate prevailing as of the date such Loss has been sustained as computed of the basis of such exchange rate as published in The Wall Street Journal as of such date; (ii) The maximum liability of the Seller and the other Designated Sellers shall not exceed one hundred and sixty million United States dollars (US$160,000,000), except in relation to Losses resulting from dollar one; it being understood and agreed that a fraudulent conduct in which case the foregoing Threshold Amount cap shall not apply to claims and the Liability of the Seller and the Designated Sellers resulting from such fraudulent conduct shall not be taken into account for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, the purpose of calculating whether or not the Threshold Amount cap has been reached;; and (iii) For The Seller and the purposes other Designated Sellers shall have no liability in connection with any particular event, fact or development unless and until the Loss indemnifiable hereunder and arising from such particular event, fact or development exceeds twenty thousand US dollars (USD 20,000) or the equivalent of this Section 10.04(b), amount in computing such individual or aggregate amounts of claims, any other currency as computed on the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% basis of the Non-Inventory Purchase Price; and (iv) Notwithstanding exchange rate prevailing as of the foregoing, date the limitations set forth relevant Loss has been sustained as computed of the basis of such exchange rate as published in this Section 10.04(b) shall not apply to (A) any breaches The Wall Street Journal as of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01such date.

Monetary Limitations. (i) No 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 may be made against Seller 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 Sections 10.02(a)(iSection 9.2(a)(i) unless and until the aggregate in respect of all breaches of, or inaccuracies in any Fundamental Representation or (b) claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether based upon fraud or not the Threshold Amount has been reachedintentional misrepresentation; (ii) Buyer shall Purchaser will have no liability for its indemnification obligations under obligation to indemnify Seller Indemnified Parties pursuant to Section 10.03(a)(i9.2(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 Liabilities such Losses incurred or suffered by the Seller equals or Indemnified Parties exceeds the Threshold Amount, in [***] (at which event Buyer shall be liable point Purchaser will indemnify Seller Indemnified Parties for all Liabilities from dollar onesuch Losses in excess of such amount); it being understood and agreed provided, that the foregoing Threshold Amount shall limitations will not apply to (a) claims for indemnification relating pursuant to Assumed LiabilitiesSection 9.2(a)(i) in respect of breaches of, or inaccuracies in each case for which Seller shall be responsible from dollar one, whether any Fundamental Representation or not the Threshold Amount has been reached(b) claims based upon fraud or intentional misrepresentation; (iii) For the purposes Purchaser’s aggregate liability in respect of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable claims for indemnification hereunder in pursuant to Section 9.2(a)(i) will not exceed an aggregate amount exceeding 50% of equal to [***]; provided, that the Non-Inventory Purchase Price; and (iv) Notwithstanding the foregoing, the foregoing limitations set forth in this Section 10.04(b) shall will not apply to (Aa) 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 Sections 4.02or inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for indemnification pursuant to Section 9.2(a)(iii), 4.06, 5.02, 5.06 Purchaser’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.012.5(a).

Monetary Limitations. (a) The Sellers Indemnification Obligations shall be subject to the following limitations: (i) No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless no Sellers Indemnification Obligations is triggered and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller no indemnity shall be liable payable hereunder if the amount due in respect of each event (or series of event having the same nature) giving rise to a liability does not exceed, as de minimis threshold, Euro 100,000.00 (one hundred thousand/00) for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reachedsingle event; (ii) Buyer the Sellers Indemnification Obligations shall have no liability for its indemnification obligations under Section 10.03(a)(ibe effective only when the cumulative amount of Losses actually indemnifiable by the Sellers pursuant to this Agreement (and therefore Losses exceeding the de minimis threshold referred to in Paragraph 11.5(a)(i)) until in the aggregate amount of all Liabilities incurred by exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceeded, the Seller equals or exceeds the Threshold Amount, in which event Buyer Sellers shall be liable for all Liabilities from dollar oneto pay only the amount exceeding such threshold; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached;and (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for the cumulative amount payable by a Seller by way of indemnification hereunder in pursuant to this Section 11 exceed an amount exceeding 50equal to 10% (ten percent) of the Non-Inventory Purchase Price; andportion of the Final Price that such Seller is entitled to receive pursuant to this Agreement. (ivb) Notwithstanding the foregoing, the The limitations set forth in this under Section 10.04(b11.5(a) shall not apply to the Sellers Indemnification Obligations deriving from a breach of the Sellers Warranties made under Sections 9.2 (AOrganization, Standing and Capacity), 9.3 (Title) any breaches and 9.5 (Corporate Capital), in which case the Sellers Indemnification Obligations shall be determined on a Euro per Euro basis, but in no event it shall exceed for each Seller an amount corresponding to Relevant Percentage of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01Final Price.

Monetary Limitations. (i) No claim may Seller will not be made against Seller for indemnification pursuant obligated to Sections 10.02(a)(i) unless and until indemnify the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) Indemnitees hereunder until the aggregate amount of all Liabilities incurred Damages suffered by the Seller equals Buyer Indemnitees exceeds Twenty-Five Thousand Dollars ($25,000) (the “Indemnification Threshold“); provided, however, that indemnification for Damages arising out of, resulting from or exceeds relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The Indemnification Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall will not apply to claims for indemnification relating Buyer’s right to Assumed Liabilitiesoffset the Twelve Month Payment due Seller to the extent Seller breaches any representation or warranty of Seller contained in this Agreement as set forth in Section 2.1(d). (a) Once the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds the Indemnification Threshold, in each case for which Seller the Buyer Indemnitees shall be responsible entitled to indemnification from dollar one, whether or not and against all Damages relating back to the Threshold Amount has been reached;first dollar. (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (ivb) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) maximum amount of Damages payable to the Buyer Indemnitees hereunder with respect to indemnification hereunder is equal to the amount of the Purchase Price that has been actually received by the Seller as of the date of such Claim (the “Indemnification Cap“), except that the Indemnification Cap shall not apply to any Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation by the Seller. Buyer shall have the right to offset any Damages in excess of the Indemnification Cap against the Twelve Month Payment due Seller in accordance with Section 2.1(d). (Ac) any Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of Sections 4.02representations or warranties until the aggregate amount of Damages suffered by the Seller Indemnitees relating to breaches of representations or warranties exceeds the Indemnification Threshold. Once the aggregate amount of such Damages suffered by the Seller Indemnitees exceeds the Indemnification Threshold, 4.06the Seller Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar; provided, 5.02however, 5.06 that indemnification for Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations and 5.21warranties is an amount equal to the Indemnification Cap; provided, however, that indemnification for Claims arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Cap. (Bd) In no event shall any intentional misrepresentation or gross negligence on the part of an indemnifying party be liable to any indemnified party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (Ce) Each indemnified party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any claims Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Damage. (f) Seller shall not be liable under this Section 8 for any Damages based upon or arising under out of any inaccuracy in or governed by Section 12.01breach of any of the representations or warranties of Seller contained in this Agreement if Buyer has knowledge of such inaccuracy or breach prior to the Closing.

Monetary Limitations. (i) No claim may Seller will not be made against Seller for indemnification pursuant obligated to Sections 10.02(a)(i) unless and until indemnify the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) Indemnitees hereunder until the aggregate amount of all Liabilities incurred Damages suffered by the Seller equals Buyer Indemnitees exceeds Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”); provided, however, that indemnification for Damages arising out of, resulting from or exceeds relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The Indemnification Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall will not apply to claims for indemnification relating Buyer’s right to Assumed Liabilitiesoffset the Twelve Month Payment or Eighteen Month Payment due Seller to the extent Seller breaches any representation or warranty of Seller contained in this Agreement as set forth in Section 2.1(d). (a) Once the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds the Indemnification Threshold, in each case for which Seller the Buyer Indemnitees shall be responsible entitled to indemnification from dollar one, whether or not and against all Damages relating back to the Threshold Amount has been reached;first dollar. (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (ivb) Notwithstanding the foregoing, the limitations set forth in this Section 10.04(b) maximum amount of Damages payable to the Buyer Indemnitees hereunder with respect to indemnification hereunder is equal to the amount of the Purchase Price that has been actually received by the Seller as of the date of such Claim (the “Indemnification Cap”), except that the Indemnification Cap shall not apply to any Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation by the Seller. Buyer shall have the right to offset any Damages in excess of the Indemnification Cap against the Twelve Month Payment or Eighteen Month Payment due Seller in accordance with Section 2.1(d). (Ac) any Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of Sections 4.02representations or warranties until the aggregate amount of Damages suffered by the Seller Indemnitees relating to breaches of representations or warranties exceeds the Indemnification Threshold. Once the aggregate amount of such Damages suffered by the Seller Indemnitees exceeds the Indemnification Threshold, 4.06the Seller Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar; provided, 5.02however, 5.06 that indemnification for Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations and 5.21warranties is an amount equal to the Indemnification Cap; provided, however, that indemnification for Claims arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Cap. (Bd) In no event shall any intentional misrepresentation or gross negligence on the part of an indemnifying party be liable to any indemnified party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (Ce) Each indemnified party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any claims Damages upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Damage. (f) Seller shall not be liable under this Section 8 for any Damages based upon or arising under out of any inaccuracy in or governed by Section 12.01breach of any of the representations or warranties of Seller contained in this Agreement if Buyer has knowledge of such inaccuracy or breach prior to the Closing.

Monetary Limitations. (ia) No claim may be made against The Seller will have no obligation to indemnify the Buyer Indemnified Persons for any individual claim, or group of related claims resulting from the same fact or circumstance, of less than $25,000 U.S. Dollars (each, a “Deductible Claim”). In addition, the Seller will have no obligation to indemnify the Buyer Indemnified Persons until the total amount which the Buyer Indemnified Persons would otherwise recover under this Section 7 (but for this Section 7.1.2(a)) exceeds on a cumulative basis (excluding any and all Deductible Claims) an amount equal to $300,000 U.S. Dollars (the “Basket”), and thereafter the Seller shall indemnify the Buyer Indemnified Parties from the full amount of all claims from dollar one (excluding any and all Deductible Claims). Subject to Section 7.1.2(b) below, the Seller’s aggregate liability in respect of claims for indemnification pursuant to Sections 10.02(a)(iSection 7 will not exceed the amount of the Indemnity Letter of Credit. The foregoing limitations in this Section 7.1.2(a) unless and until the aggregate of all claims for indemnification by Buyer pursuant to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall will not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether under Section 7.1.1(a) as a result of fraud by the Company or not the Threshold Amount has been reached;Seller. (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and (ivb) Notwithstanding the foregoing, (i) the limitations Seller’s aggregate liability in respect of claims for indemnification for Company Retail Business Liabilities under Section 7.1.1(c) above will not exceed $2,000,000 Canadian dollars and (ii) the Seller’s aggregate liability in respect of claims for indemnification due to breaches of, or inaccuracies in, the representations and warranties set forth in this Section 10.04(b4.5(a) shall (Title) will not apply to (A) any breaches exceed the amount of Sections 4.02the Fund Commitment Letter; provided, 4.06however, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) that any claims arising under for indemnification as a result of a breach of the representations and warranties in Section 4.5(a) will be paid first from the Indemnity Letter of Credit and then, upon the earlier of the expiration of the Indemnity Letter of Credit or governed by Section 12.01the draw down of the entire Indemnity Letter of Credit, pursuant to the Fund Commitment Letter.

Monetary Limitations. (i) No The liability of the Seller in relation to a breach of the Seller’s Representations and Warranties and the Specific Indemities shall be limited as follows: 12.3.1 the Seller shall not be liable in respect of any Warranty Claim or any Specific Indemnity Claim unless the amount of the damages to which the Buyer would, but for this subparagraph, be entitled as a result of that Warranty Claim or any Specific Indemnity Claim exceeds EUR 100,000, in which case the Buyer shall be entitled to claim may the full amount of the Loss; 12.3.2 the Seller shall not be made against Seller for indemnification pursuant to Sections 10.02(a)(i) liable in respect of any Warranty Claims or any Specific Indemnity Claims, unless and until the aggregate of all Warranty Claims and Specific Indemnity Claims (other than the claims for indemnification disregarded as contemplated by Buyer pursuant Clause 12.3.1 above) exceeds an amount equal to Section 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount")EUR 1,000,000, in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that case the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities incurred by the Seller equals or exceeds the Threshold Amount, in which event Buyer shall be liable entitled to claim the full amount of the Loss; and 12.3.3 except for all Liabilities from dollar one; it being understood warranties set out in Clause 3 (Shares and agreed that Undertakings) of Schedule 3 for which the foregoing Threshold Amount limit shall be the aggregate of the Final Purchase Price and the EPC Payoff Debt, the maximum aggregate liability of the Seller arising out of or in connection with this Agreement shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iii) For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50exceed 40% of the Non-Inventory aggregate of the Final Purchase Price; and (iv) Notwithstanding Price and the foregoing, EPC Payoff Debt. All claims that originate from the limitations set forth in same facts or having the same causes shall be deemed as one Warranty Claim and one Specific Indemnity Claim for the purpose of this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.01Agreement.

Monetary Limitations. (i) No claim may be made against Seller for indemnification The Sellers will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Sections 10.02(a)(iSection 9.01(a)(i) and Section 9.01(a)(iii) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until (A) the aggregate of all claims for indemnification by Buyer pursuant Losses incurred with respect to Section 10.02(a)(i) shall the matter giving rise to such breach or inaccuracy exceed $100,000 25,000, and then, in such case, subject to clause (B) below, the "Threshold Amount"entire amount of such Losses shall be recoverable (provided, that any Losses arising from any potential indemnification claims that arise out of the same or a series of related occurrences, events or circumstances will be aggregated and treated as an individual breach or inaccuracy for purposes of this clause (A)), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the Threshold Amount has been reached; (iiB) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all Liabilities such Losses incurred or suffered by the Seller equals or Buyer Indemnified Persons exceeds $1,000,000 (at which point the Threshold Amount, in which event Sellers will indemnify the Buyer shall be liable Indemnified Persons for all Liabilities from dollar onesuch Losses, including such initial $1,000,000); it being understood and agreed provided, that the foregoing Threshold Amount limitations shall not apply to (x) any breaches of, or inaccuracies in, any of the False Claims Representations or Specified Representations (referenced below) or Section 3.14 (Tax Matters), (y) any Losses arising from a ZPIC Audit or a RAC Audit, (other than amounts in the aggregate with respect to ZPIC Audits or RAC Audits which are reserved against on the face of the Unaudited Financials, or which are reserved against on the face of the Final Closing Balance Sheet to the extent such reserves are made in accordance with the Accounting Principles and based on facts or circumstances that arise after the date of this Agreement) to the extent such ZPIC Audit or RAC Audit relates to the operations of the Acquired Companies for the period prior to the Closing or (z) any Losses arising under Code Section 4980D or 4980H to the extent such Losses relate to the operations of the Acquired Companies for the period prior to the Closing. (ii) The Sellers’ aggregate liability for Losses in respect of claims for indemnification relating pursuant to Assumed LiabilitiesSection 9.01(a)(i) and Section 9.01(a)(iii) in respect of breaches of, or inaccuracies in, any of the representations and warranties set forth in: (A) Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of the Federal False Claims Act or the Federal False Claims Law) (collectively, the “False Claims Act Representations”), will not be subject to any limitation set forth in this Section 9.01(b); provided, however, that the maximum liability of each case Seller other than Capitol Partners I, Capitol Partners II, and Capitol Partners III for which Losses in respect of the foregoing shall be the Pro Rata Percentage of the Cash Merger Consideration received by such Seller (provided that Capitol Partners I, Capitol Partners II, and Capitol Partners III shall be responsible from dollar onefor such Losses that otherwise would have been borne by such Sellers but for the application of this proviso); (B) Section 3.01 (Organization), whether Section 3.02 (Power and Authorization), Section 3.04(b)(iii) (Noncontravention), Section 3.05 (Capitalization), Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of the Federal Anti-Kickback Statute, the Federal Civil Monetary Penalties Law or the ▇▇▇▇▇ Law), Section 3.15 (Employee Benefit Plans), Section 3.23 (No Brokers), Section 4.01 (Power and Authorization; Enforceability), Section 4.04 (Title), Section 4.05 (No Brokers) and Section 4.06 (Organization) (collectively, the “Specified Representations”), will not exceed an amount equal to $170,000,000; and (C) 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the Threshold Amount has been reached;extent such representations in Sections 3.17 and 3.22 arise out of (i) third party payor requirements, including Government Program payor requirements, (ii) Healthcare Laws other than those Healthcare Laws referenced in Section 9.01(b)(ii)(A) and (B), or (iii) claims for or actual monies recouped by any third party payor, including Government Program payors, for services provided by any of the Acquired Companies prior to the Closing) (collectively, the “General Healthcare Representations”), will not exceed $8,500,000. (iii) For The Sellers’ aggregate liability for Losses in respect of claims for indemnification (A) in respect of any breaches of, or inaccuracies in, any of the purposes representations and warranties as set forth in Section 9.01(a)(i) and Section 9.01(a)(iii) other than those representations and warranties referenced in clauses (A) through (C) of this Section 10.04(b9.01(b)(ii) and (B) pursuant to Section 9.01(a)(viii), solely in computing such individual or aggregate amounts respect of claimsitems 3, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the indemnified party. In no event shall any party be liable for indemnification hereunder in an amount exceeding 50% of the Non-Inventory Purchase Price; and4 and 5 on Schedule 9.01(a)(viii), will not exceed $4,250,000. (iv) Notwithstanding Claims for indemnification pursuant to any other provision of Section 9.01(a) are not subject to the foregoing, the monetary limitations set forth in this Section 10.04(b) shall not apply to (A) any breaches of Sections 4.02, 4.06, 5.02, 5.06 and 5.21, (B) any intentional misrepresentation or gross negligence on the part of an indemnifying party or (C) any claims arising under or governed by Section 12.019.01(b).