Common use of Survivability; Limitations Clause in Contracts

Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement or in any Ancillary Agreement will survive for a period ending on the Closing and continue in full force and effect until the two one year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in Section 6.13 (Employee Benefit Plans), Section 6.14 (Environmental) and Section 6.20 (Taxes) will be the expiration of the applicable statute of limitations (as the same may be extended), (ii) there will be no Expiration Date for any Liability Claim relating to a breach of or inaccuracy in the representations and warranties set forth in the second sentence of Section 6.6(b) (Real Property), the second sentence of Section 6.7 (Personal Property) and Section 6.17(b) (Intellectual Property); and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 11.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The All of the covenants and agreements of the Seller shall not have any obligation, and Buyer shall not be entitled to indemnification pursuant to the Purchaser contained in this Section 7.3(a) Agreement will survive after the Seller has made payments to or on behalf of Buyer Closing Date in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaccordance with their terms. (b) The representations and warranties of Seller will not have any liability pursuant to Section 11.1(a)(i) (other than for the Buyer contained in this Agreement Excluded Representations, for which the following limitation will survive the Closing and continue in full force and effect not apply) until the two year anniversary aggregate amount of all such Losses sustained by the Closing Date Purchaser exceeds $500,000, in which case the Seller will be liable for all such Losses solely to the extent that such Losses exceed such amount (the “Buyer Expiration DateDeductible”); provided. With respect to any indemnification under Section 11.1(a)(i) (other than the Excluded Representations, however, that any Liability Claim pending on any Buyer Expiration Date for which the following limitation will not apply), no event, claim or item of loss will constitute a Claims Notice has been given “Loss” and indemnification will not be available with respect to such event, claim or item of loss (nor will any such event, claim or item of loss be counted towards the Deductible) unless such event, claim or item of loss, or such event, claim or item of loss together with a series of similar events, claims or items of loss, results in accordance with Section 7.1(b)(ii) on a loss or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationdamages of $10,000 or more, and in which case the Seller shall not Purchaser will be entitled to indemnification pursuant for the full amount of Losses related to this Section 7.3(b) after Buyer has made payments to such event, claim or on behalf item of the Seller in respect loss or series of such indemnification obligations thatsimilar events, in the aggregate, are equal claims or items of loss subject to the Purchase PriceDeductible and the other limitations set forth herein (and such Losses will be counted towards the Deductible). (c) The Seller will have no liability pursuant to Section 11.1(a)(i) in excess of $9,000,000. In no event will the Seller have liability to indemnify under this Article 11 in excess of $65,000,000. (d) Any Losses owing from an Indemnifying Party to an Indemnified Party under this Agreement shall be reduced to the extent to which the Indemnifying Party or any Affiliate of it actually receives any proceeds of any insurance policy that are paid with respect to the matter or occurrence that gave rise to such Losses. Each party covenants and agrees that all insurance policies maintained by it shall contain waiver of subrogation provisions with respect to the other party to this Agreement. (e) The amount of the Losses for which the Seller shall be liable to indemnify any Indemnified Party shall be reduced to the extent to which the Indemnified Party and/or any Affiliate of it actually receive any proceeds or credits from any vendor or manufacturer of the product or services that gave rise to the matter or occurrence underlying the Liability Claim. Submission to manufacturers and vendors of any claim in connection with their product or services otherwise giving rise to indemnification under Section 11.1(a) shall be a condition precedent to any Indemnified Party’s seeking indemnification under this Agreement. (f) The Purchaser will be entitled to reimbursement from the Escrow Amount for any Losses that are indemnifiable by the Seller to any Indemnified Party pursuant to this Article 11, subject to the terms of the Escrow Agreement. Thereafter, subject to the limitations of this Agreement, the Purchaser or any other Indemnified Party may proceed directly against the Seller, subject to the limitations set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedAgreement.

Survivability; Limitations. (a) The representations and warranties of the Seller Company and the Sellers contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date and the obligations of Sellers to indemnify the Buyer Indemnified Parties hereunder shall expire on the date that is eighteen (18) months after the Closing Date except (i) the Fundamental Representations, the representations and warranties set forth in Section 3.8 (Taxes), and Sellers’ obligations to indemnify the Buyer Indemnified Parties under Section 12.1(c) (Pre-Closing Taxes) and Section 12.1(e) (Brokers), shall expire sixty (60) days after the expiration of the applicable statute of limitations, and (ii) a breach or violation of any representation and warranty of the Company or Sellers contained in this Agreement as a result of actual fraud or willful misconduct by the Company or the Sellers (“Seller Fraud Claims”) shall not expire (each, an “Expiration Date”); provided. Notwithstanding the foregoing, however, that any Liability Claim pending on any Seller applicable Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 12.3 on or before such Seller applicable Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller All covenants and agreements contained herein which by their terms are to be performed subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not have any obligationsurvive the Closing and shall thereupon terminate, and Buyer shall not be entitled no Action for any breach thereof, or failure to indemnification pursuant perform any such covenant or agreement, or to this Section 7.3(a) after the Seller has made payments to recover damages or on behalf of Buyer losses in respect of such indemnification obligations thatthereof, in shall survive, or be available after, the aggregate, are equal to the Purchase PriceClosing. (b) The representations Sellers will not have any liability for an individual claim or group of related claims with respect to any Losses unless and warranties until the amount of Losses that otherwise would be payable pursuant to Section 12.1(a) or Section 12.1(b) with respect to such claim or group of related claims exceeds $10,000 (the “Mini Basket”) and then the Sellers will be liable only for the excess over the Mini-Basket, it being understood that any such individual claims or group of related claims for amounts less than the Mini-Basket shall be ignored in determining whether the Threshold Amount (as defined below) has been exceeded. The Sellers will not have any liability for Losses arising under Section 12.1(a), Section 12.1(b) or Section 12.1(c) unless and until the aggregate of all such Losses for which indemnification is sought under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeds $1,375,000 (the “Threshold Amount”), after which Buyer will be entitled to be fully indemnified for all Losses under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeding the Threshold Amount. Losses arising pursuant to (i) Section 12.1(a) with respect to a breach or violation of the Buyer Fundamental Representations, (ii) Section 12.1(e) (Brokers), or (iii) any Fraud Claims (collectively, “Excluded Claims”) will not be subject to the Mini Basket or the Threshold Amount. (c) Notwithstanding anything to the contrary contained in this Agreement ARTICLE XII, the Sellers will survive not have any liability for any Losses to the Closing extent that Losses for which indemnification is sought exceeds the amount remaining in the Indemnity Escrow Fund and continue the Buyer Indemnified Parties’ sole and exclusive source of indemnification shall be the Indemnity Escrow Fund, in full force each case except with respect to Losses arising pursuant to (i) the Excluded Claims for which Sellers’ aggregate liability and effect obligation to indemnify the Buyer Indemnified Parties shall be limited to the Purchase Price and (ii) ***** for which Sellers’ aggregate liability and obligation to indemnify the Buyer Indemnified Parties shall be limited to an amount equal to $***** minus the amount remaining under the R&W Insurance for all claims thereunder (e.g. the insurance limit minus claims paid to Buyer). (d) Notwithstanding anything to the contrary contained in this ARTICLE XII, the Buyer Indemnified Parties shall not be entitled to seek indemnification directly from any Seller, and no Seller shall have any Liability to any Buyer Indemnified Party: (i) unless and until (A) the two year anniversary Indemnity Escrow Fund has been depleted, and (B) such Buyer Indemnified Party has exhausted its, or its Affiliate’s, rights and remedies to recover under the R&W Insurance and for which Buyer shall have delivered to the Shareholders’ Representative copies of all notices submitted and received by or on behalf of such Buyer Indemnified Party regarding any such claim submitted under the Closing Date (R&W Insurance, including any final determinations regarding coverage for such claim, in each case to be delivered promptly upon submission or receipt of such notice, as the “Buyer Expiration Date”)case may be; provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationbe required to make claims for matters which are exclusions under the R&W Insurance, and (C) with respect to *****, the Seller shall aggregate insurance limit under the R&W Insurance has been reached for all claims and the Buyer Indemnified Parties are not be entitled to recover any amounts under such R&W Insurance; (ii) in excess of such Seller’s Pro Rata Portion of the Losses subject to indemnification hereunder; or (iii) for the indemnification obligations of any other Seller pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price12.1(b). (ce) Each Indemnified Party will take and will cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize any Loss to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. The Indemnified Party will use its commercially reasonable efforts to recover under any available insurance policies. (f) For the purposes of calculating Losses, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedagreements will be disregarded.

Survivability; Limitations. (a) The representations and warranties of the Seller contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Seller Expiration Date”); provided, however, that any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligation, and no Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf of such Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaggregate purchase price opposite such Buyer’s name on the Schedule of Buyers. (b) The representations and warranties of the each Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. No Buyer shall not have any obligation, and the Seller shall not be entitled to indemnification pursuant to this Section 7.3(b) after such Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceaggregate purchase price opposite such Buyer’s name on the Schedule of Buyers. (c) The covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performed.

Survivability; Limitations. (a) The representations and warranties of the Seller Shareholder and the Buyer contained in this Agreement or in any Ancillary Agreement will survive for a period ending eighteen (18) months after the Closing and continue in full force and effect until the two year anniversary date of the Closing Date this Agreement (the “Seller Expiration Date”); provided, however, that (i) the Expiration Date for any Liability Claim relating to fraud or a breach of or inaccuracy in the representations and warranties set forth in Section 4.13 (Employee Benefit Plans), Section 4.14 (Environmental), the first sentence of Section 4.19(e) (DCAA audits) and Section 4.24 (Taxes) will be the expiration of the applicable statute of limitations; (ii) there will be no Expiration Date for any Liability Claim: (A) for which common law fraud is established, or (B) relating to claims based on a breach of or inaccuracy in the representations and warranties set forth in Section 4.4 (Capitalization), and the first two sentences of Section 4.7(a) (Title to Shares) (the representations and warranties identified in clause (ii) above, the “Excluded Representations”); and (iii) any Liability Claim pending on any Seller Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 7.2 on or before such Seller Expiration Date Date, or any potential Liability Claim described in specific detail in a Claims Notice which has been given in accordance with Section 7.2 on or before the Expiration Date, may continue to be asserted and indemnified against until finally resolved. The Seller shall not have any obligationExcept as provided in (iii) above, and Buyer shall not no claim for indemnification may be entitled to indemnification pursuant to this made under Section 7.3(a) 7.1 after the Seller has made payments to or on behalf relevant Expiration Date. All of Buyer in respect the covenants and agreements of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations Shareholder and warranties of the Buyer contained in this Agreement will survive after the Closing and continue in full force and effect date of this Agreement until the two year anniversary expiration of any applicable statute of limitations. (b) Notwithstanding anything to the Closing Date contrary contained in this Article VII, the Shareholder will not have any liability as a result of any breach of or inaccuracy in any representation or warranty referred to in this Agreement (other than the “Excluded Representations), until the aggregate amount of all such Losses sustained by the Buyer Expiration Date”exceeds One Hundred Fifty Thousand Dollars ($150,000); , in which case the Shareholder will be liable for all such Losses from the first dollar of loss without regard to such amount provided, however, that any Liability Claim pending on any Buyer Expiration Date for Loss, which is less than Two Thousand Dollars ($2,000) (excluding fees) after aggregating such Loss with all Losses of a Claims Notice has been given in accordance with Section 7.1(b)(iisimilar nature (i.e., uncollectible receivables) on or before such Buyer Expiration Date may continue to shall be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, and the Seller shall not be excluded from Losses entitled to indemnification. Losses with respect to Excluded Representations will be subject to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf from the first dollar of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Priceloss. (c) The covenants set forth maximum aggregate indemnification obligations of the Shareholder to the Buyer pursuant to Section 7.1 (excluding the Excluded Representations) made by the Shareholder in this Agreement shall each survive the Closing and continue in full force and effect until fully performedwill not exceed Five Million Dollars ($5,000,000).

Survivability; Limitations. (a) The representations and warranties of the Seller and the Purchaser contained in this Agreement will shall survive the Closing Closing, and continue except as set forth in full force and effect until the two year next sentence, shall terminate at the close of business on the 18-month anniversary of the Closing Date (the “Seller Expiration Date”"EXPIRATION DATE"), after which date the representations and warranties shall be extinguished in all respects; providedPROVIDED, howeverHOWEVER, that any Liability Claim pending on any Seller the Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) SECTION 12.2 on or before such Seller Expiration Date may continue to be asserted and indemnified against until finally resolved. The Notwithstanding the foregoing, the representations and warranties of the Seller: (i) set forth in SECTION 6.6(b) shall survive for four years after the Closing Date; and (ii) set forth in SECTION 6.16 and SECTION 6.19 shall survive until the date that is 30 days after the expiration of the applicable statute of limitations. (b) Notwithstanding anything to the contrary contained in this Agreement, neither the Seller nor the Purchaser shall have any liability under SECTION 12.1 for any Loss unless such Loss exceeds $10,000 (an "ELIGIBLE LOSS"); PROVIDED, HOWEVER, that this SECTION 12.3(b) shall not apply with respect to Assumed Liabilities or Retained Liabilities. (c) Notwithstanding anything to the contrary contained in this Agreement, the Seller shall not have any obligationliability under SECTION 12.1(a), (i) until the aggregate amount of all Eligible Losses sustained by the Purchaser exceeds $5,000,000, in which case the Seller shall be liable for all such Eligible Losses in excess of such amount, or (ii) in excess of an aggregate of $100,000,000. Except for claims based on fraud or for equitable relief from and Buyer shall not be entitled to indemnification pursuant to this Section 7.3(a) after the Seller has made payments to or on behalf Closing Date, the exclusive remedy of Buyer in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (b) The representations and warranties each of the Buyer contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of the Closing Date (the “Buyer Expiration Date”); provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligation, Purchaser and the Seller for any and all Losses shall not be entitled limited to indemnification pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price. (c) The covenants as set forth in this Agreement ARTICLE 12. (d) Except with respect to third-party claims or actions, any recovery from the Indemnifying Party shall each survive be limited to actual direct Losses, and shall not include punitive damages, consequential damages, lost profits or rents, diminution in the Closing and continue in full force and effect until fully performedvalue of real property or business interruption losses incurred by the Indemnified Party.

Survivability; Limitations. (a) The representations and warranties of the Seller Company and the Sellers contained in this Agreement will survive the Closing and continue in full force and effect until the two year anniversary of for a period ending eighteen (18) months after the Closing Date and the obligations of Sellers to indemnify the Buyer Indemnified Parties hereunder shall expire on the date that is eighteen (18) months after the Closing Date except (i) the Fundamental Representations, the representations and warranties set forth in Section 3.8 (Taxes), and Sellers’ obligations to indemnify the Buyer Indemnified Parties under Section 12.1(c) (Pre-Closing Taxes) and Section 12.1(e) (Brokers), shall expire sixty (60) days after the expiration of the applicable statute of limitations, and (ii) a breach or violation of any representation and warranty of the Company or Sellers contained in this Agreement as a result of actual fraud or willful misconduct by the Company or the Sellers (“Seller Fraud Claims”) shall not expire (each, an “Expiration Date”); provided. Notwithstanding the foregoing, however, that any Liability Claim pending on any Seller applicable Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) 12.3 on or before such Seller applicable Expiration Date may continue to be asserted and indemnified against until finally resolved. The Seller All covenants and agreements contained herein which by their terms are to be performed subsequent to the Closing Date shall survive the Closing in accordance with their terms. All other covenants and agreements contained herein shall not have any obligationsurvive the Closing and shall thereupon terminate, and Buyer shall not be entitled no Action for any breach thereof, or failure to indemnification pursuant perform any such covenant or agreement, or to this Section 7.3(a) after the Seller has made payments to recover damages or on behalf of Buyer losses in respect of such indemnification obligations thatthereof, in shall survive, or be available after, the aggregate, are equal to the Purchase PriceClosing. (b) The Sellers will not have any liability for an individual claim or group of related claims with respect to any Losses unless and until the amount of Losses that otherwise would be payable pursuant to Section 12.1(a) or Section 12.1(b) with respect to such claim or group of related claims exceeds $10,000 (the “Mini Basket”) and then the Sellers will be liable only for the excess over the Mini-Basket, it being understood that any such individual claims or group of related claims for amounts less than the Mini-Basket shall be ignored in determining whether the Threshold Amount (as defined below) has been exceeded. The Sellers will not have any liability for Losses arising under Section 12.1(a), Section 12.1(b) or Section 12.1(c) unless and until the aggregate of all such Losses for which indemnification is sought under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeds $1,375,000 (the “Threshold Amount”), after which Buyer will be entitled to be fully indemnified for all Losses under Section 12.1(a), Section 12.1(b) and Section 12.1(c) exceeding the Threshold Amount. Losses arising pursuant to (i) Section 12.1(a) with respect to a breach or violation of the Fundamental Representations, (ii) Section 12.1(e) (Brokers), or (iii) any Fraud Claims (collectively, “Excluded Claims”) will not be subject to the Mini Basket or the Threshold Amount. (c) Notwithstanding anything to the contrary contained in this ARTICLE XII, the Sellers will not have any liability for any Losses to the extent that Losses for which indemnification is sought exceeds the amount remaining in the Indemnity Escrow Fund and the Buyer Indemnified Parties’ sole and exclusive source of indemnification shall be the Indemnity Escrow Fund, in each case except with respect to Losses arising pursuant to (i) the Excluded Claims for which Sellers’ aggregate liability and obligation to indemnify the Buyer Indemnified Parties shall be limited to the Purchase Price and (ii) (A) a breach or violation of the representations and warranties of set forth in Section 3.8 (Taxes) or (B) Section 12.1(c) (Pre-Closing Taxes) (collectively, “Tax Losses”) for which Sellers’ aggregate liability and obligation to indemnify the Buyer Indemnified Parties shall be limited to an amount equal to $22,000,000 minus the amount remaining under the R&W Insurance for all claims thereunder (e.g. the insurance limit minus claims paid to Buyer). (d) Notwithstanding anything to the contrary contained in this Agreement will survive ARTICLE XII, the Closing Buyer Indemnified Parties shall not be entitled to seek indemnification directly from any Seller, and continue no Seller shall have any Liability to any Buyer Indemnified Party: (i) unless and until (A) the Indemnity Escrow Fund has been depleted, and (B) such Buyer Indemnified Party has exhausted its, or its Affiliate’s, rights and remedies to recover under the R&W Insurance and for which Buyer shall have delivered to the Shareholders’ Representative copies of all notices submitted and received by or on behalf of such Buyer Indemnified Party regarding any such claim submitted under the R&W Insurance, including any final determinations regarding coverage for such claim, in full force and effect until each case to be delivered promptly upon submission or receipt of such notice, as the two year anniversary of the Closing Date (the “Buyer Expiration Date”)case may be; provided, however, that any Liability Claim pending on any Buyer Expiration Date for which a Claims Notice has been given in accordance with Section 7.1(b)(ii) on or before such Buyer Expiration Date may continue to be asserted and indemnified against until finally resolved. Buyer shall not have any obligationbe required to make claims for matters which are exclusions under the R&W Insurance, and (C) with respect to Tax Losses, the Seller shall aggregate insurance limit under the R&W Insurance has been reached for all claims and the Buyer Indemnified Parties are not be entitled to recover any amounts under such R&W Insurance; (ii) in excess of such Seller’s Pro Rata Portion of the Losses subject to indemnification hereunder; or (iii) for the indemnification obligations of any other Seller pursuant to this Section 7.3(b) after Buyer has made payments to or on behalf of the Seller in respect of such indemnification obligations that, in the aggregate, are equal to the Purchase Price12.1(b). (ce) Each Indemnified Party will take and will cause their respective Affiliates to take all reasonable steps to mitigate and otherwise minimize any Loss to the maximum extent reasonably possible upon and after becoming aware of any event which would reasonably be expected to give rise to any Loss. The Indemnified Party will use its commercially reasonable efforts to recover under any available insurance policies. (f) For the purposes of calculating Losses, any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants set forth in this Agreement shall each survive the Closing and continue in full force and effect until fully performedagreements will be disregarded.