Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 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 [*] 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 remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 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 subsections [*], or (b) 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 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 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, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f).

Monetary Limitations. (i) Seller will have no obligation to indemnify Purchaser Indemnified Parties pursuant to Section 9.1(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.1(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 9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Seller will have no obligation to indemnify Purchaser Indemnified Parties pursuant to Section 9.1(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 Purchaser Indemnified Parties [***]; provided, that the foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a9.1(a)(i) (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 the foregoing limitations will not recover more than [*] of amounts actually paid apply to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoffa) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a9.1(a)(i) in respect of breaches of, or inaccuracies in, in any representation or warranty set forth in subsections [*], Fundamental Representation or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid claims based upon fraud or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”)intentional misrepresentation; provided, however, further 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 breaches of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation of Fundamental Representations (except with respect to claims based upon fraud) or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 6.39.1(a)(iii), 6.2(c), 6.2(d), 6.2(eSeller’s aggregate liability will not exceed amounts paid by Purchaser to Seller under this Agreement pursuant to Section 2.1(b) or 6.2(fand Section 2.5(a).

Monetary Limitations. Bayer will have no obligation to indemnify the Genzyme Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty 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 the aggregate amount of all such Losses incurred or suffered by the Genzyme Indemnified Persons exceeds $[**] (athe “Indemnity Basket”) Seller[**]. Further, Bayer’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches from the breach of, or inaccuracies inaccuracy in, any representation or warranty set forth in subsections [*] 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), will not exceed [**] of the amounts actually paid (i) [**] or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amountii) $[**] (such amount, the “[*]Maximum Indemnity Cap”); provided, however, that Buyer may not recover more than [*] of amounts actually paid and Genzyme Indemnified Persons shall be limited 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 [*]. Furthermore, Seller’s aggregate liability recovering from Bayer in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches from the breach of, or inaccuracies inaccuracy in, any representation or warranty set forth 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) [**]. Except as provided in subsections Section 13.1.3, the monetary limitations contained in this Section 13.1.2 will not apply to (1) claims for indemnification pursuant to [**], or (b2) pursuant to claims based upon fraud or intentional misrepresentation. Except as provided in Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] 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 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 foregoing13.1.3, claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 13.1.2. [**] = Portions of this exhibit have been omitted pursuant to Sections 6.2(b) (except as expressly provided otherwise above in a confidential treatment request. An unredacted version of this Section 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)exhibit has been filed separately with the Commission.

Monetary Limitations. Buyer will have no obligation to indemnify Seller Indemnified Persons pursuant to Section 8.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (ai) Sellerwith 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 Persons exceeds the Deductible (at which point Buyer will indemnify Seller Indemnified 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 claims for indemnification pursuant to this Section 6 in respect of Losses arising 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 6.2(a8.2(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty representations and warranties set forth in subsections [*] will 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. Claims for indemnification pursuant to any other provision of Section 8.2(a) are not exceed [*] of subject to the amounts actually paid or payable by Buyer to Seller under limitations set forth in this Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”8.2(b); 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 (in no event will Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a8.2(b) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] the amount 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 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, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)Purchase Price.

Monetary Limitations. (a) Seller’s aggregate liability in respect of claims for indemnification The Former Holders will have no obligation to indemnify the Buyer Indemnified Persons pursuant to this Section 6 7.1.1(a) or Section 7.1.1(b) in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches from the breach of, or inaccuracies inaccuracy in, any representation or warranty set forth in subsections [*] will not exceed [*] described therein unless the aggregate amount of all such Losses incurred or suffered by the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) Indemnified Persons exceeds $52,500.00 (the “[*]Deductible”) (at which point the Former Holders will indemnify the Buyer Indemnified Persons solely in respect of the Losses in excess of the Deductible); provided, however, that Buyer may (i) (x) the Deductible will not recover more than [*] of amounts actually paid be applicable 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a7.1.1(a) pursuant to or Section 6.2(a7.1.1(b) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or the Fundamental Representations and (by) pursuant to Section 6.2(b) the Former Holders’ aggregate liability in respect of a material breach by Seller of Sections [*], such claims will not exceed [*] 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 remaining portion of the [*]. In additionPurchase Price actually received by the Former Holders, Buyer shall not be entitled to recovery for any Losses arising pursuant to Section 6.2(a(ii) until the Former Holders’ aggregate value liability in respect 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 7.1.1(a) or Section 6.2(a7.1.1(b) in respect of breaches of, or inaccuracies in, any representation or warranty set forth the Enhanced IP Representations will not exceed twenty percent (20%) of the portion of the Purchase Price actually received by the Former Holders, (iii) the Former Holders’ aggregate liability in the following Sections respect of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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(bSection 7.1.1(a) or Section 7.1.1(b) in respect of breaches of, or inaccuracies in, the representations and warranties set forth in Article 3 and Article 4 (other than the Fundamental Representations and the Enhanced IP Representations) shall not exceed the remaining portion of the Escrow Amount, if any, and (iv) the Former Holders’ aggregate liability in respect of claims for indemnification pursuant to any provision of Section 7.1.1 other than Section 7.1.1(a) and Section 7.1.1(b) shall not exceed the portion of the Purchase Price actually received by the Former Holders. Notwithstanding anything express or implied in this Agreement or otherwise, ▇▇▇▇▇’s rights and remedies with respect to any and all claims for Fraud are fully preserved. (b) Notwithstanding anything to the contrary in Article 7 or otherwise in this Agreement, the Former Holders shall not be liable under Article 7 or otherwise in this Agreement with respect to (and Buyer shall pay or cause to be paid) (except i) any Taxes that were taken into account in the calculation of (and actually reduced) the Purchase Price, (ii) Taxes incurred by the Company, Buyer or any of their respective Affiliates as expressly provided otherwise above in a result of actions outside the ordinary course of business taken after the Closing on the Closing Date and not contemplated by this Section 6.3)Agreement, 6.2(c)(iii) any Taxes arising as a result of a breach by Buyer or the Company or any of their Affiliates of Article 8 or this Article 7, 6.2(d)or (iv) the amount, 6.2(e) availability of, or 6.2(f)limitations on any Tax attributes of the Company after the Closing Date.

Monetary Limitations. (ai) Seller’s The Seller Indemnifying Persons shall not have any obligation to indemnify Purchaser for any particular Loss or related Losses pursuant to Section 10.2(a)(i) unless the aggregate amount of all such Losses equals or 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 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 for all such Losses in excess of the Deductible. (iii) The Seller Indemnifying Persons’ aggregate liability in respect of claims to Purchaser under Section 10.2(a) (other than any claim for indemnification pursuant to this (A) Section 6 in respect 10.2(a)(ii)(B) (other than for any breach of Losses arising the obligation to indemnify any Indemnified Party pursuant to Section 6.2(a10.2(a)(i), Section 10.2(a)(ii)(A) or Section 10.2(a)(iii)), (B) Section 10.2(a)(iv) or (C) Section 10.2(a)(v)) shall not exceed the Indemnification Escrow Fund. (iv) For purposes of this Article 10, Losses shall not include punitive, special or exemplary damages, except Losses arising to the extent awarded in respect of breaches of, or inaccuracies in, any representation or warranty a Third-Party Claim. (v) Notwithstanding anything to the contrary set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”); providedherein, 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 [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 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 subsections [*], or (b) 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 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 remaining portion of the [*]. In addition, Buyer Purchaser 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 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 6 10.2(a) shall not, in respect any event, exceed the amount of Losses arising proceeds actually received by each such Seller Indemnifying Person pursuant to Section 6.2(athis Agreement. (vii) Notwithstanding anything to the contrary in respect of breaches ofthis Agreement, or inaccuracies in, any representation or warranty set forth in the following Sections of Seller Indemnifying Persons shall have no obligation under this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to Perform the Agreement), and 3.3 (Tax Matters), are not subject to the monetary limitations set forth indemnify Purchaser or any of Purchaser’s Affiliates for any Loss resulting from or arising 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)connection with any Excluded Matter.

Monetary Limitations. Seller will have no obligation to indemnify Buyer Indemnified Persons pursuant to Section 8.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (ai) 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 Buyer Indemnified Persons exceeds $4,570,000 (the “Deductible”) (at which point Seller will indemnify Buyer Indemnified 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). Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising 8.1(a)(i) and (iv) shall not exceed $30,000,000 (the “Cap”); provided, however, that the foregoing limitations will not apply to claims for indemnification pursuant to Section 6.2(a8.1(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty representations and warranties set forth in subsections [*] Section 3.1 (Due Organization), Section 3.2 (Authorization and Validity of Agreement), Section 3.5 (Capitalization; Shares; Subsidiaries) or Section 3.21 (Finders; Brokers); provided, further, that claims for indemnification pursuant to Section 8.1(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 exceed [*] 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 amounts actually paid or payable by Buyer to Seller under monetary limitations set forth in this Section 2.8 (Upfront Payments; Holdback Amount) (the “[*]”8.1(b); 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 remaining portion of the [*]. Furthermore, in no event will Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a8.1(a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] the amount 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 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, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)Purchase Price.

Monetary Limitations. Spectrum will have no obligation to indemnify the Purchaser Indemnified Persons in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty 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 Purchaser Indemnified Persons exceeds [***] (athe “Indemnity Basket”) Seller(at which point Spectrum will indemnify the Purchaser Indemnified Persons for all such Losses exceeding [***]). Notwithstanding the foregoing, Spectrum’s liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty contained in [***] shall not exceed [***]. Further, Spectrum’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a) (except Losses arising in respect of breaches from the breach of, or inaccuracies inaccuracy in, any representation or warranty set forth in subsections [*] will not exceed [*] 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 14.1.1(a) and must setoff against claims brought after the Closing arising from the breach of any unpaid Holdback Amount covenant or agreement to be performed by Spectrum hereunder pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 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 subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*]14.1.1(b), will not exceed [***] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 14.1.2 will not apply to [*]”); 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 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 Claims for indemnification pursuant to this any other provision of Section 6 in respect of Losses arising pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to Perform the Agreement), and 3.3 (Tax Matters), 14.1.1 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)14.1.2.

Monetary Limitations. (a) Seller’s aggregate liability Notwithstanding any other provision of this Agreement, except with respect to breaches of Fundamental Representations and in respect cases of claims fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) the Selling Companies shall not have any obligation to indemnify any Purchaser Indemnified Party for indemnification pursuant to this Section 6 in respect a breach of Losses arising representation or warranty pursuant to Section 6.2(a10.1(c) (except unless and until, and only to the extent that, the aggregate of all such individual Losses arising in incurred or sustained by all Purchaser Indemnified Parties with respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of to which the amounts actually paid or payable by Buyer Purchaser Indemnified Parties are entitled to Seller indemnification under Section 2.8 (Upfront Payments; Holdback Amount10.1(c) exceeds $50,000 (the “[*]Threshold Amount”); provided, howeverwhereupon the Selling Companies shall be liable (subject to the following clauses (ii) and (iii)) for all Losses in excess of the Threshold Amount, that Buyer may and (ii) the aggregate liability of the Selling Companies to indemnify the Purchaser Indemnified Parties for Losses under Section 10.1(c) shall in no event exceed the Escrow Amount (the “Cap Amount”). (b) Notwithstanding any other provision of this Agreement, except in cases of fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) the Purchasers shall not recover more than [*] of amounts actually paid have any obligation to indemnify the Seller Indemnified Parties pursuant to Section 2.8 10.2(c) unless and must setoff against any unpaid Holdback Amount pursuant until, and only to Section 6.9 (Buyer’s Right the extent that, the aggregate of Setoff) all individual Losses incurred or sustained by the Seller Indemnified Parties with respect to which the remaining portion Seller Indemnified Parties are entitled to indemnification under Section 10.2(c) exceeds the Threshold Amount, whereupon the Purchasers shall be liable for all Losses in excess of the [*]. FurthermoreThreshold Amount, Seller’s and (ii) the aggregate liability in respect of claims for indemnification pursuant to this Section 6 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 subsections [*], or (b) 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 payable by Buyer Purchasers to indemnify the Seller Indemnified Parties for Losses under Section 2.8 (Upfront Payments; Holdback Amount10.2(c) (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 shall in no event exceed an amount equal 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, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)Cap Amount.

Monetary Limitations. Parent will have no obligation to indemnify the Securityholder Indemnified Persons pursuant to Section 9.02(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation, warranty or statement described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Securityholder Indemnified Persons exceeds $300,000 (aat which point the Parent will indemnify the Securityholder Indemnified Persons for all such Losses incurred or suffered pursuant to Section 9.2(a)(i) Sellerin excess of $300,000), and the Parent’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising pursuant to Section 6.2(a9.02(a)(i) (except Losses arising in respect of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*] will not exceed [*] of an amount equal to the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Escrow Amount) (the “[*]”); provided, however, that Buyer may the foregoing limitations will not recover more than [*] of amounts actually paid apply to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoffa) with respect to the remaining portion of the [*]. Furthermore, Seller’s aggregate liability in respect of claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a9.02(a)(i) in respect of breaches of, or inaccuracies in, any representation or warranty the representations and warranties set forth in subsections [*]Sections 5.01 (Organization), 5.02 (Power and Authorization), 5.04(b)(iii) (Noncontravention) and 5.05 (No Brokers) or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid claims based upon fraud 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 remaining portion of the [*]intentional misrepresentation. 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 Claims for indemnification pursuant to this any other provision of Section 6 in respect of Losses arising pursuant to Section 6.2(a9.02(a) in respect of breaches of, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to Perform the Agreement), and 3.3 (Tax Matters), are not subject to the monetary limitations set forth in this Section 6.39.02(b). In addition to the limitations provided in this Section 9.02(b), nor are Parent’s aggregate liability in respect to claims for indemnification pursuant to Sections 6.2(bSection 9.02(a) (except as expressly shall not exceed the Total Merger Consideration; provided otherwise above in this Section 6.3), 6.2(c), 6.2(d), 6.2(e) that the foregoing limitation will not apply to claims based upon fraud or 6.2(f)intentional misrepresentation.

Monetary Limitations. (a) Seller’s 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 Indemnified Persons under Section 9.1(a)(i) for Losses shall be limited to 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 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 9.1(a) will be paid in cash by the Seller in accordance with payment instructions provided by the Purchaser or the Purchaser Parent, 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 not apply to (i) 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 9.1(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 claims for indemnification pursuant to any provision of this Article IX (other than Section 6 in 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 suffered by the Purchaser Indemnified Persons or any of Losses arising them pursuant to Section 6.2(a9.1(a)(i) (except Losses arising in respect of breaches for any breach of, or inaccuracies inaccuracy in, any representation or warranty the representations and warranties of the Seller set forth in subsections [*] will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 2.8 (Upfront Payments; Holdback Amount3.9(a) (the “[*]”); providedTitle to Acquired Assets) shall not exceed, 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 item of Personal Property with respect to which indemnification is sought, an amount equal to the portion of the [*]. FurthermorePurchase 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 adjustments necessary as a result of any adjustment to the Purchase Price referenced in Section 2.4); provided further, Seller’s that, notwithstanding anything to the contrary herein, the aggregate liability in of an Indemnifying Party with respect to all Losses arising out of claims for indemnification pursuant to this Section 6 9.1(a)(viii) 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 subject to, the Cap and Basket described in respect of Losses arising (aSection 9.3(a)); and provided further that nothing herein shall be deemed to limit an Indemnified Party’s ability, notwithstanding Section 10.15, 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 under Section 9.1(a)(iii) pursuant to or Section 6.2(a9.1(b)(iii) in respect a court of breaches of, or inaccuracies in, any representation or warranty set forth in subsections [*], or (b) 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 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 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, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (Organization and Qualification), 3.2 (Authority to 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 6.3), 6.2(c), 6.2(d), 6.2(e) or 6.2(f)competent jurisdiction.