Common use of Thresholds and Limitations Clause in Contracts

Thresholds and Limitations. (1) Subject to Section 7.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 Subject to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is not to exceed the Purchase Price. (4) The provisions of Section 7.4 do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or (b) to the extent not performed or waived prior to Closing, any breach or non-performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.

Thresholds and Limitations. (1) Subject to Section 7.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s 's obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 Subject to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is not to exceed the Purchase Price. (4) The provisions of Section 7.4 do not apply in respect of: (a) : any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or (b) or to the extent not performed or waived prior to Closing, any breach or non-performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.

Thresholds and Limitations. (1) Subject to Section 7.4(49.4(5), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 9.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 9.3 are applicable only if to the aggregate of all extent those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of Seventy Five Million Dollars ($50,000 Subject 75,000,000). Except with respect of Fundamental Representations none of Purchaser or Purchaser Indemnitees shall be entitled to assert any right to indemnification under Section 7.4(29.2 with respect to any individual claim unless the Losses resulting from such individual Claim exceeds Three Hundred Thousand Dollars ($300,000) (the “Individual Claim Threshold” and each individual claim that exceeds the Individual Claim Threshold, a “Qualifying Claim”). Purchaser and Purchaser Indemnitees (separately or collectively) shall not be entitled to assert any right to indemnification under Section 9.2 for any breach until the aggregate amount of all Losses actually suffered by Purchaser or Purchaser Indemnitees in respect of Qualifying Claims exceeds Seventy Five Million Dollars ($75,000,000) (the “Deductible Amount”), if and then only to the aggregate of all those extent such Losses suffered or incurred by exceed, in the Purchaser and the Purchaser Indemnitees exceeds that amountaggregate, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amountDeductible Amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to: (a) Section 9.2(1) on account of a breach of a Fundamental Representation is not to Sections 7.2 exceed the Purchase Price; (b) Section 9.2 on account of a breach of anything other than a Fundamental Representation is not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), provided that notwithstanding anything to the contrary contained in the foregoing, the aggregate liability of Vendor in respect of all Claims under this Agreement is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 9.3 is not to exceed the Purchase PriceOne Billion Five Hundred Million Dollars ($1,500,000,000). (4) For purposes of calculating Losses pursuant to this Article 9, each of the representations and warranties made by Vendor shall be deemed to have been made without the inclusion of or reference to the following limitations or qualifications as to materiality, in all material respects, Material Adverse Effect, or words and phrases of similar meaning or intent. (5) The provisions of Section 7.4 9.4(1) do not apply in respect of: (a) the indemnification by Vendor in favour of Purchaser contained in Section 9.2(3); (b) any inaccuracy or a breach of a representation or warranty involving fraud (other than constructive fraud), fraudulent misrepresentation or intentional misrepresentation; or; (bc) the representations and warranties contained in Sections 6.1(5) and 6.1(6); (d) the Fundamental Representations; (e) to the extent not performed or waived prior to Closing, any breach or non-performance by the any of Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant hereto; (f) the indemnifications by Purchaser in favour of Vendor contained in Sections 7.3(6) Section 7.9(10)(b); and (g) the indemnifications by Vendor in favour of Purchaser contained in Section 8.5. (6) Nothing contained in this Agreement shall impose any liability on any Party for any indirect or consequential damages, indirect losses or loss of profit, including business loss and economic loss (the “Consequential Losses”) suffered or incurred by another Party or by Purchaser’s Indemnitees or Vendor’s Indemnitees (as applicable), provided that this Section 9.4(6) shall not preclude a Party from entitlement to this AgreementIndemnification for such Party’s liability to a Third Party for Consequential Losses which such Third Party suffers or incurs.

Thresholds and Limitations. (1) Subject to Section 7.4(48.4(4), the obligation of the Vendor to indemnify the Purchaser Purchaser, the Parent and the Purchaser Indemnitees pursuant to Section 7.2 8.2 and the PurchaserPurchaser and Parent’s obligation obligations to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 8.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser Purchaser, the Parent and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 [Amount redacted]. Subject to Section 7.4(28.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser Purchaser, the Parent and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser Purchaser, the Parent and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(38.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 Section 8.2 is not to exceed the Purchase Price[Amount redacted] in aggregate. (3) The maximum aggregate liability of the Purchaser and Parent for Losses pursuant to Section 7.3 8.3 is not to exceed the Purchase Price[Amount redacted] in aggregate. (4) The provisions of Section 7.4 8.4(1) do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or; (b) to the extent not performed or waived prior to Closing, Closing any breach or non-non- performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and (c) the indemnifications by the Vendor in favour of the Purchaser and Parent contained in Section 7.4.

Thresholds and Limitations. (1a) Subject to Section 7.4(410.4(g), the obligation of the Vendor Sanna Shareholders to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 10.1 or 10.2, and the Purchaser’s 's obligation to indemnify the Vendor and the Vendor Indemnitees Sanna Shareholders pursuant to Section 7.3 10.3, are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser IndemniteesPurchaser, on the one hand, or by the Vendor and the Vendor IndemniteesSanna Shareholders, on the other hand, as applicable, is in excess of $50,000 25,000.00 (the "Basket"). (b) Subject to Section 7.4(210.4(e), if the aggregate of all those Losses suffered or incurred by the Purchaser and exceeds the Purchaser Indemnitees exceeds that amountBasket, the Vendor Sanna Shareholders shall be obliged to indemnify the Purchaser and for the Purchaser Indemnitees for all aggregate amount of those Losses, including Losses in excess of the Losses up to and including that amount. Subject to Section 7.4(3), if Basket. (c) If the aggregate of all those Losses suffered or incurred by the Vendor and Sanna Shareholders exceeds the Vendor Indemnitees exceeds that amountBasket, the Purchaser shall be obliged to indemnify the Vendor and Sanna Shareholders for the Vendor Indemnitees for all aggregate amount of those Losses, including Losses in excess of the Losses up to and including that amountBasket. (2d) For all purposes, the Purchaser shall not include in its calculation of the aggregate amount of the Losses suffered or incurred by the Purchaser, and the Sanna Shareholders shall not be required to indemnify the Purchaser for, any individual item where the amount relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) does not exceed $25,000.00. (e) The maximum aggregate liability of the Vendor Sanna Shareholders for Losses pursuant to Sections 7.2 is Section 10.1 shall not to exceed the Purchase Price$250,000.00. (3f) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is 10.3 shall not to exceed the Purchase Price$250,000.00. (4g) The Notwithstanding anything to the contrary herein: (i) no party shall be liable under this Article for any Losses resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had knowledge of such breach prior to Closing; and (ii) the provisions of Section 7.4 10.4(a) do not apply in respect of: (a) of any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or. (bh) The Indemnified Party shall use commercially reasonable efforts to the extent not performed mitigate losses suffered, incurred or waived prior to Closing, any breach or non-performance sustained by the Vendor such Indemnified Party arising out of any covenant matter for which such Indemnified Party has sought indemnification hereunder; provided that no such Indemnified Party shall be required to take any action or other obligation to be performed by it refrain from taking any action that is contained in this Agreement contrary to any applicable contract or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreementlaw binding on such Indemnified Party.

Thresholds and Limitations. (1) Subject to Section 7.4(48.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 8.2 and the Purchaser’s 's obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 8.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 200,000.00. Subject to Section 7.4(28.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(38.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 Section 8.2 is not to exceed the Purchase Price$13,500,000.00. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 8.3 is not to exceed the Purchase Price$13,500,000. (4) The provisions of Section 7.4 Sections 8.4(1) to 8.4(3) do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraud or fraudulent misrepresentation or intentional misrepresentation; or; (b) to the extent not performed or waived prior to Closing, any breach or non-non- performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; (c) the indemnifications by the Vendor in favour of the Purchaser contained in Section 7.4; (d) any inaccuracy or breach of a representation or warranty involving Sections 5.1(5), 5.1(6), 5.2(3), 5.2(4) or 5.2(45); and (e) the indemnity provided in Section 8.5.

Thresholds and Limitations. (1) Subject to Section 7.4(48.6(5), the obligation of the Vendor Vendors and the Vendors’ Representative, as applicable, to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 Sections 8.2, 8.3 and 8.4 and the Purchaser’s obligation to indemnify the Vendor Vendors and the Vendor Indemnitees pursuant to Section 7.3 8.5 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor Vendors and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 50,000. Subject to Section 7.4(28.6(2) and 8.6(3), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor Vendors and the Vendors’ Representative, as applicable, shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(38.6(4), if the aggregate of all those Losses suffered or incurred by the Vendor Vendors and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor Vendors and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor Vendors for Losses pursuant to Sections 7.2 8.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser Vendors’ Representative for Losses pursuant to Section 7.3 Sections 8.3 and 8.4 is not to exceed the Purchase Price. (4) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 8.5 is not to exceed the Purchase Price. (5) The provisions of Section 7.4 8.6(1) do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or; (b) to the extent not performed or waived prior to Closing, Closing any breach or non-non- performance by any of the Vendor Vendors or the Vendors’ Representative, as applicable, of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and (c) the indemnifications by the Vendors’ Representative in favour of the Purchaser contained in Section 7.4.