Common use of Basket and Cap Clause in Contracts

Basket and Cap. The Indemnitor shall not be obligated to indemnify the Indemnitee pursuant to Section 13 of this Agreement unless claims for indemnification against the Indemnitor exceed in the aggregate [**](33) (the “Basket”), at which point the Indemnitee shall be entitled to indemnification for all Losses thereunder in excess of the Basket; provided, however, that in no event shall the Indemnitor be liable pursuant to Section 13 of this Agreement for Losses in excess of [**](34) (“Cap”) (except on account of a breach of Section 7(a), 7(b), 7(g), 7(h), 8(a), 8(b), 8(c) or 8(e) as to which the Cap shall not apply).

Basket and Cap. The Indemnitor shall not be obligated to indemnify the Indemnitee pursuant to Section 13 of this Agreement unless claims for indemnification against the Indemnitor exceed in the aggregate [**](33) 33 (the “Basket”), at which point the Indemnitee shall be entitled to indemnification for all Losses thereunder in excess of the Basket; provided, however, that in no event shall the Indemnitor be liable pursuant to Section 13 of this Agreement for Losses in excess of [**](34) 34 (“Cap”) (except on account of a breach of Section 7(a), 7(b), 7(g), 7(h), 8(a), 8(b), 8(c) or 8(e) as to which the Cap shall not apply). 34 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.

Basket and Cap. The Indemnitor shall not be obligated to indemnify the Indemnitee pursuant to Section 13 of this Agreement unless claims for indemnification against the Indemnitor exceed in the aggregate [**](33) 35 (the “Basket”), at which point the Indemnitee shall be entitled to indemnification for all Losses thereunder in excess of the Basket; provided, however, that in no event shall the Indemnitor be liable pursuant to Section 13 of this Agreement for Losses in excess of [**](34) 36 (“Cap”) (except on account of a breach of Section 7(a), 7(b), 7(g), 7(h), 8(a), 8(b), 8(c) or 8(e) as to which the Cap shall not apply). 36 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.