Common use of Claims Basket Clause in Contracts

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the The Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($5,000 50,000) (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 8.2(a11.2(a) to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) this Article XI (excluding amounts below the any applicable Per-Claim Basket) exceeds Twenty Million Dollars ($50,000 20,000,000) (the “Basket Amount”), and then only to the extent of such excess. The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Per-Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 8.3(a11.2(b) to the extent the aggregate amount of all Losses Damages in connection with any such claim incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article XI (excluding amounts below the any applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Basket Amount. This Section 8.5(b) shall not apply Amount and then only to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representationthe extent of such excess.

Claims Basket. Subject Notwithstanding any provision hereof to the last sentence of this Section 8.5(b)contrary, the Purchaser (i) Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Section 8.2(aIX with respect to any individual claim for indemnification for breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 3.8(d) prior to the delivery of the Real Property Title Policies, unless and until the amount of Damages incurred by Buyer Indemnified Parties that are the subject of such individual claim exceeds $25,000 (the “Per Claim Basket”) and (ii) Buyer Indemnified Parties shall only be entitled to indemnification pursuant to this Section IX for breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 3.8(d) prior to the delivery of the Real Property Title Policies, to the extent the aggregate amount of all Damages incurred by Buyer Indemnified Parties for which Buyer Indemnified Parties are entitled to indemnification pursuant to this Section IX exceeds $0.5% of the Purchase Price (the “Basket Amount”), and Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. Notwithstanding any provision hereof to the contrary, (i) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Section IX with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, Basket and (ii) the Seller Indemnified Parties shall only be entitled to indemnification pursuant to this Section 8.3(a) IX to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) IX exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject Notwithstanding any provision hereof to the contrary, except as provided in the last sentence of this Section 8.5(b8.4(b), the Purchaser Indemnified Parties shall not only be entitled to recover Damages pursuant to this Article VIII to the extent the aggregate amount of all such Damages incurred by Purchaser Indemnified Parties for which Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim Article VIII exceeds $5,000 337,500.00 (the “Per-Claim BasketBasket Amount”), and ) in which event the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to for the extent the aggregate amount of all Losses (excluding costs and expenses such Damages in excess of the Purchaser Indemnified Parties incurred Basket Amount. Notwithstanding the foregoing, in connection with making such claim no event shall the Basket Amount apply to any Excluded Liability or Section 8.2(a)(ii). Further, Damages for breach of Section 3.16 or for remediation costs in respect of environmental issues shall not be counted against the Basket Amount, nor be obligations of the Sellers under this Agreement, or otherwise. (c) Damages Net of Insurance Proceeds, Tax Benefits and Other Third-Party Recoveries. Notwithstanding any provision in this Agreement to the contrary, all Damages for which any Indemnified Party would otherwise be entitled to indemnification under this Article VIII shall be reduced by the amount of insurance proceeds, Tax benefits, indemnification payments and other third-party recoveries to which any Indemnified Party is entitled in respect of any Damages incurred by such Indemnified Party (net of any reasonable out-of-pocket costs of recovery of such amounts). In the Purchaser event any Indemnified Parties Party is entitled to any insurance proceeds, Tax benefits, indemnity payments or any third-party recoveries in respect of any Damages for which the Purchaser such Indemnified Parties are Party is entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below this Article VIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the applicable Perevent that any such insurance proceeds, Tax benefits, indemnity payments or other third-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller party recoveries are realized by an Indemnified Parties shall not be entitled Party subsequent to receipt by such Indemnified Party of any indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.payment hereunder

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The Xxxxx Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) 8.1 with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Xxxxx Indemnified Parties that are the subject of such claim exceeds US$50,000 (the Per “Per-Claim Basket”), and the Seller Xxxxx Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) 8.1 to the extent the aggregate amount of all Losses incurred by the Seller Xxxxx Indemnified Parties for which the Seller Xxxxx Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a8.1 (excluding amounts below the applicable Per-Claim Basket) exceeds US$1,000,000 in the aggregate (the “Basket Amount”), and the Xxxxx Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Per-Claim Basket and the Basket Amount. Other than with respect to any claim for breach by Xxxxx or Xxxxx Parent of any of its representations, warranties or covenants set forth in Article III, the GNC Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2 with respect to any claim for indemnification unless and until the amount of Losses incurred by the GNC Indemnified Parties that are the subject of such claim exceeds the Per-Claim Basket, and the GNC Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2 to the extent the aggregate amount of all Losses incurred by the GNC Indemnified Parties for which the GNC Indemnified Parties are entitled to indemnification pursuant to Section 8.2 (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller GNC Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Per-Claim Basket and the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a12.2(a)(x)(i) or Section 12.2(a)(y)(i) with respect to any claim for indemnification unless and until the amount of Losses Damages (excluding any costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties that are the subject of such claim (and all related or similar claims) exceeds $5,000 150,000 (the “Per-Claim Basket”), and the Purchaser Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a12.2(a)(x)(i) to the extent or Section 12.2(a)(y)(i) once the aggregate amount of all Losses Damages incurred by the Buyer Indemnified Parties (excluding which may include, for purposes of the Basket Amount, all costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim all indemnification claims under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Buyer Indemnified Parties are entitled to indemnification pursuant to such Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 5,000,000 (the “Basket Amount”). The Seller , in which case the Buyer Indemnified Parties shall not be entitled to indemnification pursuant shall, subject to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket12.4(a), and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for all such Losses to the extent such Losses exceed Damages including the Basket Amount. This Section 8.5(b) ; provided, that the Per-Claim Basket and the Basket Amount shall not apply to (i) Damages incurred by any claim for indemnification Buyer Indemnified Party in connection with or arising from any breach of any Company Fundamental Representation or Selling Member Fundamental Representation, or (ii) Damages arising under Section 8.2(a12.2(a)(x)(ii) with respect or Section 12.2(a)(y)(ii) and the Buyer Indemnified Parties shall, subject to a Seller Fundamental RepresentationSection 12.4(a), be entitled to all such Damages, including the Per-Claim Basket and the Basket Amount.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The Acquiror Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article XII with respect to any claim for indemnification Indemnification Claim made with respect to a Company Warranty Breach (other than Company Warranty Breaches with respect to Fundamental Representations) unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Acquiror Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Acquiror Indemnified Parties that are the subject of such claim exceeds $5,000 50,000 (the “Per-Claim Basket”), and the Purchaser Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(athis Article XII with respect to Indemnification Claims made with respect to Company Warranty Breaches (other than Company Warranty Breaches with respect to Fundamental Representations) to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Acquiror Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Acquiror Indemnified Parties for which the Purchaser Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) this Article XII for all such Indemnification Claims (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 500,000 (the “Basket Amount”). The Once the Basket Amount is exceeded, if at all, the Acquiror Indemnified Parties shall only be entitled to indemnification for such Damages to the extent both (i) such Damages considered on a per-claim basis exceed the Per-Claim Basket, and (ii) Damages in respect of all such Indemnification Claims that satisfy clause (i) of this sentence exceed the Basket Amount. Other than with respect to any claim or counterclaim for breach by Acquiror of any representations, warranties or covenants set forth in Article II or Article III, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article XII with respect to any claim for indemnification Indemnification Claim made with respect to an Acquiror Warranty Breach (other than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Per-Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(athis Article XII with respect to Indemnification Claims made with respect to Acquiror Warranty Breaches (other than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article XII for all such Indemnification Claims (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount. Once the Basket Amount is exceeded, and if at all, the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent both (i) such Losses Damages considered on a per-claim basis exceed the Per-Claim Basket, and (ii) Damages in respect of all such Indemnification Claims that satisfy clause (i) of this sentence exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject Notwithstanding any provision hereof to the last sentence of this Section 8.5(b)contrary, (i) the Purchaser Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article IX with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) Damages incurred by the Purchaser Buyer Indemnified Parties that are the subject of such claim exceeds $5,000 the Per Claim Basket and (ii) the “Per-Claim Basket”), and the Purchaser Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) this Article IX to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) Damages incurred by the Purchaser Buyer Indemnified Parties for which the Purchaser Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below this Article IX exceeds the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”), in which event the Buyer Indemnified Parties shall only be entitled to indemnification for the amount of such Damages in excess of the Basket Amount. The Notwithstanding any provision hereof to the contrary, (i) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article IX with respect to any claim for indemnification unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, Basket and (ii) the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) this Article IX to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) this Article IX exceeds the Basket Amount, and in which event the Seller Indemnified Parties shall only be entitled to indemnification for the amount of such Losses to the extent such Losses exceed Damages in excess of the Basket Amount. This For purposes of this Section 8.5(b) 9.4(b), only Damages incurred by either the Buyer Indemnified Parties or the Seller Indemnified Parties that exceed such party’s applicable Per Claim Basket shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representationbe included in the applicable Basket Amount.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article XIII with respect to any claim for indemnification unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties that are the subject of such claim exceeds $5,000 [***] (the “Per-Claim Per‑Claim Basket”), and the Purchaser Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) this Article XIII to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties for which the Purchaser Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) this Article XIII (excluding amounts below the applicable Per-Claim Per‑Claim Basket) exceeds $50,000 [***] (the “Basket Amount”), and the Buyer Indemnified Parties shall only be ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. The “[***]” indicates that information has been redacted. entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. Other than with respect to any claim for breach by Buyer of any representations, warranties or covenants set forth in Articles II, III or IV, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article XIII with respect to any claim for indemnification unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Per‑Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) this Article XIII to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article XIII (excluding amounts below the applicable Per-Claim Per‑Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Per‑Claim Basket and the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject Other than with respect to the last sentence of this any claim by Buyer with respect to Section 8.5(b3.4(d), the Purchaser Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article XII with respect to any claim for indemnification unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties that are the subject of such claim and all claims arising from the same or substantially related facts, events or circumstance exceeds $5,000 fifty thousand U.S. dollars (US$50,000) (the “Per-Claim Basket”), and the Purchaser Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) this Article XII to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties for which the Purchaser Buyer Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) this Article XII (excluding amounts below claims subject to the applicable Per-Claim Basket) exceeds $50,000 two million five hundred thousand U.S. dollars (US$2,500,000) (the “Basket Amount”), and the Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. The Other than with respect to any claim for breach by Buyer of any covenants set forth in Section 3.2(a),the penultimate sentence of Section 3.2(b), Section 3.2(c), Section 3.4(d), Section 3.5 and Section 3.6, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article XII with respect to any claim for indemnification unless and until the amount of Losses Damages (excluding costs and expenses of Seller Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Seller Indemnified Parties that are the subject of such claim and all claims arising from the same or substantially related facts, events or circumstance exceeds the Per Per-Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) this Article XII to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of Seller Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article XII (excluding amounts below claims subject to the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The Parent Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article 9 with respect to any claim for indemnification pursuant to Section 9.2.1(i)(A) unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Parent Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Parent Indemnified Parties that are the subject of such claim (or any series of related claims arising out of similar circumstances) exceeds $5,000 50,000 (the “Per-Claim Basket”), and the Purchaser Parent Indemnified Parties shall only be entitled to indemnification pursuant to this Article 9 with respect to any claim for indemnification pursuant to Section 8.2(a9.2.1(i)(A) to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Parent Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Parent Indemnified Parties for which the Purchaser Parent Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) this Article 9 (excluding amounts below the any applicable Per-Claim Basket) exceeds $50,000 20,000,000 (the “Basket Amount”), and the Parent Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Per-Claim Basket and the Basket Amount. The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article 9 with respect to any claim for indemnification pursuant to Section 9.2.2(i)(A) unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Per-Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to this Article 9 with respect to any claim for indemnification pursuant to Section 8.3(a9.2.2(i)(A) to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article 9 (excluding amounts below the any applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Basket AmountAmount . This For the avoidance of doubt, any claims for indemnification pursuant to Section 8.5(b9.2.1(i)(B), Section 9.2.1(ii) or Section 9.2.2(ii) or Section 9.2.2(i)(B) shall not apply be subject to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representationthe Per-Claim Basket or the Basket Amount.

Claims Basket. Subject Notwithstanding any provision hereof to the last sentence of this Section 8.5(b)contrary, the Purchaser (i) Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Section 8.2(aIX ***Confidential Treatment Requested with respect to any individual claim for indemnification for breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 3.8(d) prior to the delivery of the Real Property Title Policies, unless and until the amount of Damages incurred by Buyer Indemnified Parties that are the subject of such individual claim exceeds [***] (the “Per Claim Basket”) and (ii) Buyer Indemnified Parties shall only be entitled to indemnification pursuant to this Section IX for breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 3.8(d) prior to the delivery of the Real Property Title Policies, to the extent the aggregate amount of all Damages incurred by Buyer Indemnified Parties for which Buyer Indemnified Parties are entitled to indemnification pursuant to this Section IX exceeds [***] (the “Basket Amount”), and Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. Notwithstanding any provision hereof to the contrary, (i) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Section IX with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, Basket and (ii) the Seller Indemnified Parties shall only be entitled to indemnification pursuant to this Section 8.3(a) IX to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) IX exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject Notwithstanding any provision of this Agreement to the last sentence of this Section 8.5(b)contrary, the Purchaser Parent Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a8.02(a)(i) with respect to any claim for indemnification unless and until (i) the amount of Damages incurred by Parent Indemnified Parties that are the subject of such claim exceeds $15,000 (the "Per Claim Basket") until all such amounts so excluded exceed $50,000 at which time this clause (i) shall have no further force and effect and any claims so excluded shall thereafter be included in full (provided, for the avoidance of doubt, that any claim for Damages in respect of such amounts shall remain subject to the limitations of the Basket Amount and the Cap), and (ii) the aggregate amount of all Damages incurred by Parent Indemnified Parties for which Parent Indemnified Parties are entitled to indemnification pursuant to Section 8.02(a)(i) exceeds 0.5% of Base Consideration (the “Basket Amount”), and Parent Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount; provided, however, that the Per Claim Basked and the Basket Amount shall not apply with respect to Damages relating to breaches of the representations and warranties set forth in Section 3.01 (Organization and Qualification; Subsidiaries), Section 3.02(b) (Capitalization), Section 3.03 (Authority), Section 3.04(a) (No Conflict), Section 3.14 (Plans) (but only to the extent breach of such representations and warranties result in any liability for Tax), and Section 3.24 (Brokers) (the “Fundamental Representations”) or for Damages payable pursuant to Section 8.03, or with respect to Claims based upon fraud. Notwithstanding any provision of this Agreement to the contrary, and other than with respect to Claims based upon fraud, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.02(b)(ii) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket8.02(b)(i) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The GPIAC Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) this Article XII with respect to any claim for indemnification Indemnification Claim made with respect to a Company Warranty Breach (other than Company Warranty Breaches with respect to Company Fundamental Representations) unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser GPIAC Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser GPIAC Indemnified Parties that are the subject of such claim exceeds $5,000 75,000 (the “Per-Claim Basket”), and the Purchaser GPIAC Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(athis Article XII with respect to Indemnification Claims made with respect to Company Warranty Breaches (other than Company Warranty Breaches with respect to Company Fundamental Representations) to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser GPIAC Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser GPIAC Indemnified Parties for which the Purchaser GPIAC Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) this Article XII for all such Indemnification Claims (excluding amounts below the applicable Per-Claim Basket) exceeds One Million Seven Hundred and Fifty Thousand Dollars ($50,000 1,750,000) (the “Basket Amount”). The Once the Basket Amount is exceeded, if at all, the GPIAC Indemnified Parties shall only be entitled to indemnification for such Damages to the extent both (i) such Damages considered on a per-claim basis exceed the Per-Claim Basket, and (ii) Damages in respect of all such Indemnification Claims that satisfy clause (i) of this sentence exceed the Basket Amount. Other than with respect to any claim or counterclaim for breach by Acquiror of any representations, warranties or covenants set forth in Article V or Article VII, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article XII with respect to any claim for indemnification Indemnification Claim made with respect to an Acquiror Warranty Breach (other than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Per-Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(athis Article XII with respect to Indemnification Claims made with respect to Acquiror Warranty Breaches (other than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article XII for all such Indemnification Claims (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount. Once the Basket Amount is exceeded, and if at all, the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent both (i) such Losses Damages considered on a per-claim basis exceed the Per-Claim Basket, and (ii) Damages in respect of all such Indemnification Claims that satisfy clause (i) of this sentence exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser The Buyer Indemnified Parties shall not be entitled to indemnification pursuant for any Damages to the extent arising from any breach of any representation or warranty the Company has made in this Agreement (other than the Fundamental Representations and the representations and warranties made in Section 8.2(a4.15 (Taxes)) with respect to any claim for indemnification unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties that are the subject of such claim exceeds $5,000 75,000 (the “Per-Claim Basket”) (for the avoidance of doubt, for purposes of the Per-Claim Basket, individual and unrelated claims underlying a breach of a representation or warranty shall not be aggregated), and the Purchaser Buyer Indemnified Parties shall only be entitled to indemnification pursuant for any Damages to the extent arising from any breach of any representation or warranty the Company has made in this Agreement (other than the Fundamental Representations and the representations and warranties made in Section 8.2(a4.15 (Taxes)) to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Buyer Indemnified Parties for which the Purchaser Buyer Indemnified Parties are entitled to indemnification pursuant for any Damages to the extent arising from any breach of any representation or warranty the Company has made in this Agreement (other than the Fundamental Representations and the representations and warranties made in Section 8.2(a4.15 (Taxes)) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 6,200,000 (the “Basket Amount”), and the Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. The Other than with respect to any claim for breach by Buyer of any representations, warranties or covenants set forth in Article II, Article III or Article VII, the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) this Article XII with respect to any claim for indemnification unless and until the amount of Losses Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Per-Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) this Article XII to the extent the aggregate amount of all Losses Damages incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) this Article XII (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses Damages to the extent such Losses Damages exceed the Per-Claim Basket and the Basket Amount. This Section 8.5(b) shall not apply to For purposes of determining whether any claim for indemnification breach or inaccuracy has occurred and the amount of any Damages under Section 8.2(a12.4(a) with respect or this Section 12.4(b), all qualifications and limitations as to a Seller Fundamental Representationmateriality, Material Adverse Effect and words of similar import set forth in Article IV shall be disregarded (except those contained in Sections 4.10 and 4.22(i)).

Claims Basket. Subject Except with respect to indemnification for Damages that relate to any breach of a Fundamental Representation, Tax Representation or the last sentence representations and warranties set forth in Section 3.12(l) (SARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of this Section 8.5(b)Lakestar or Seller, the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a11.2(a)(i), Section 11.2(a)(ii) with respect to any claim for indemnification and Section 11.2(a)(ix) unless and until the amount of Losses Damages (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are Parties, individually or in the subject of such claim aggregate, exceeds $5,000 3,000,000 (the “Per-Claim BasketDeductible Amount”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a11.2(a)(i), Section 11.2(a)(ii) and Section 11.2(a)(ix) (other than with respect to indemnification for Damages that relate to any breach of a Fundamental Representation, Tax Representation or the representations and warranties set forth in Section 3.12(l) (SARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of Lakestar or Seller) to the extent the aggregate amount of all Losses Damages (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a11.2(a)(i), Section 11.2(a)(ii) (excluding amounts below the applicable Per-Claim Basketand Section 11.2(a)(ix) exceeds $50,000 (such Deductible Amount. For the “Basket Amount”). The Seller avoidance of doubt, if the Purchaser Indemnified Parties shall not be are entitled to indemnification for any Damages pursuant to Section 8.3(a11.2(a)(i), Section 11.2(a)(ii) or Section 11.2(a)(ix) (other than with respect to indemnification for Damages that relate to any claim for indemnification unless breach of a Fundamental Representation, Tax Representation or the representations and until warranties set forth in Section 3.12(l) (SARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of Lakestar or Seller), the amount of Losses incurred by the Seller Purchaser Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, and the Seller Indemnified Parties shall will only be entitled to indemnification pursuant to Section 8.3(a) under this Article XI in respect of such Damages to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) such Damages exceeds the Basket Deductible Amount, and in that case, the Seller Purchaser Indemnified Parties shall will only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Damages in excess of Deductible Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.