Common use of Claims Basket Clause in Contracts

Claims Basket. The Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to 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 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 ($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 11.2(a) to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) exceeds Twenty Million Dollars ($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 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 Damages 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) to the extent the aggregate amount of 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount and then only to the extent of such excess.

Claims Basket. The Subject to the last sentence of this Section 8.5(b), the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section 8.2(a) with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of Damages 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 (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) 5,000 (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 11.2(a8.2(a) to the extent the aggregate amount of all Damages 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 this Article XI Section 8.2(a) (excluding amounts below any the applicable Per-Claim Basket) exceeds Twenty Million Dollars ($20,000,000) 50,000 (the “Basket Amount”), and then only to the extent of such excess. The Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section 8.3(a) with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages Losses 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 11.2(b8.3(a) to the extent the aggregate amount of Damages in connection with any such claim all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI Section 8.3(a) (excluding amounts below any the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages Losses to the extent such Damages Losses exceed the Basket Amount and then only Amount. This Section 8.5(b) shall not apply to the extent of such excessany claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.

Claims Basket. The Purchaser Acquiror Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claim made with respect to clause a Company Warranty Breach (i) of Section 11.2(aother than Company Warranty Breaches with respect to Fundamental Representations) unless and until the amount of 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 (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) 50,000 (the “Per-Claim Basket”), and the Purchaser Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claims made with respect to clause Company Warranty Breaches (i) of Section 11.2(aother than Company Warranty Breaches with respect to Fundamental Representations) to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 this Article XI XII for all such Indemnification Claims (excluding amounts below any the applicable Per-Claim Basket) exceeds Twenty Million Dollars ($20,000,000) 500,000 (the “Basket Amount”). Once the Basket Amount is exceeded, and then 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 excessIndemnification Claims that satisfy clause (i) of this sentence exceed the Basket Amount. The 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 this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claim made with respect to clause an Acquiror Warranty Breach (i) of Section 11.2(bother than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) unless and until the amount of Damages 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 this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claims made with respect to clause Acquiror Warranty Breaches (i) of Section 11.2(bother than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) to the extent the aggregate amount of all 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 this Article XI XII for all such Indemnification Claims (excluding amounts below any 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 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 and then only to the extent of such excessAmount.

Claims Basket. The Purchaser Notwithstanding any provision hereof to the contrary, (i) Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section IX ***Confidential Treatment Requested with respect to any individual claim for indemnification pursuant to for breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 11.2(a3.8(d) prior to the delivery of the Real Property Title Policies, unless and until the amount of Damages (excluding costs and expenses of the Purchaser 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 individual claim (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) [***] (the “Per-Per Claim Basket”), ) and the Purchaser (ii) Buyer Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI with respect to any claim Section IX for indemnification pursuant to breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 11.2(a3.8(d) prior to the delivery of the Real Property Title Policies, to the extent the aggregate amount of all Damages (excluding costs and expenses of Purchaser 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) Section IX exceeds Twenty Million Dollars ($20,000,000) [***] (the “Basket Amount”), and then Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent of such excessDamages exceed the Basket Amount. The Notwithstanding any provision hereof to the contrary, (i) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section IX with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per-Per Claim Basket, Basket and (ii) 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 11.2(b) IX to the extent the aggregate amount of all 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) Section IX exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount and then only to the extent of such excessAmount.

Claims Basket. The Purchaser Other than with respect to any claim by Buyer with respect to Section 3.4(d), the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI XII with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of 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 (or any series of related and all claims arising out of similar circumstances) from the same or substantially related facts, events or circumstance exceeds Fifty Thousand Dollars 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) XII to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 this Article XI XII (excluding amounts below any claims subject to the applicable Per-Claim Basket) exceeds Twenty Million Dollars two million five hundred thousand U.S. dollars ($20,000,000US$2,500,000) (the “Basket Amount”), and then the Buyer Indemnified Parties shall only be 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 such excess. The 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 this Article XI XII with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of 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-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 11.2(b) XII to the extent the aggregate amount of all Damages (excluding costs and expenses of Seller Indemnified Parties incurred in connection with any making such claim under this Agreement) incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI XII (excluding amounts below any 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 Damages to the extent such Damages exceed the Basket Amount and then only to the extent of such excessAmount.

Claims Basket. The Except 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, the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI with respect to any claim for indemnification pursuant to clause (iSection 11.2(a)(i), Section 11.2(a)(ii) of and Section 11.2(a11.2(a)(ix) unless and until the amount of 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 (or any series of related claims arising out of similar circumstances) aggregate, exceeds Fifty Thousand Dollars ($50,000) 3,000,000 (the “Per-Claim BasketDeductible Amount”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI Section 11.2(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 claim for indemnification pursuant to clause breach of a Fundamental Representation, Tax Representation or the representations and warranties set forth in Section 3.12(l) (iSARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of Section 11.2(aLakestar or Seller) to the extent the aggregate amount of all 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 this Article XI (excluding amounts below any applicable Per-Claim BasketSection 11.2(a)(i), Section 11.2(a)(ii) and Section 11.2(a)(ix) exceeds Twenty Million Dollars ($20,000,000) (such Deductible Amount. For the “Basket Amount”)avoidance of doubt, and then only to if the extent of such excess. The Seller Purchaser Indemnified Parties shall not be are entitled to indemnification for any Damages pursuant to this Article XI Section 11.2(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 pursuant to clause breach of a Fundamental Representation, Tax Representation or the representations and warranties set forth in Section 3.12(l) (iSARs Schedule) or Section 3.12(m) (Transaction Bonuses), or Fraud or willful misconduct of Section 11.2(b) unless and until Lakestar or Seller), the amount of Damages 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 under this Article XI with in respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) such Damages to the extent the aggregate amount of such 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) exceeds the Basket Deductible Amount, and in that case, the Seller Purchaser Indemnified Parties shall will only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount and then only to the extent in excess of such excessDeductible Amount.

Claims Basket. The Purchaser Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section 12.2(a)(x)(i) or Section 12.2(a)(y)(i) with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of 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 any series of related claims arising out of similar circumstancesclaims) exceeds Fifty Thousand Dollars ($50,000) 150,000 (the “Per-Claim Basket”), and the Purchaser Buyer Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI with respect to any claim for indemnification pursuant to clause (iSection 12.2(a)(x)(i) of or Section 11.2(a12.2(a)(y)(i) to the extent once the aggregate amount of all Damages incurred by the Buyer Indemnified Parties (excluding which may include, for purposes of the Basket Amount, all costs and expenses of 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 this Article XI such Section (excluding amounts below any the applicable Per-Claim Basket) exceeds Twenty Million Dollars ($20,000,000) 5,000,000 (the “Basket Amount”), and then only to in which case the extent of such excess. The Seller Buyer Indemnified Parties shall not be entitled shall, subject to indemnification pursuant to 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 Damages 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) to the extent the aggregate amount of 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for all such Damages to including the extent such Damages exceed Basket Amount; provided, that the Per-Claim Basket and the Basket Amount shall not apply to (i) Damages incurred by any 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 12.2(a)(x)(ii) or Section 12.2(a)(y)(ii) and then only the Buyer Indemnified Parties shall, subject to Section 12.4(a), be entitled to all such Damages, including the extent of such excessPer-Claim Basket and the Basket Amount.

Claims Basket. The Purchaser 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 Article XI with respect to any claim for indemnification pursuant to clause Agreement (i) of other than the Fundamental Representations and the representations and warranties made in Section 11.2(a4.15 (Taxes)) unless and until the amount of 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 (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) 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 Article XI with respect to any claim for indemnification pursuant to clause Agreement (i) of other than the Fundamental Representations and the representations and warranties made in Section 11.2(a4.15 (Taxes)) to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 Article XI Agreement (other than the Fundamental Representations and the representations and warranties made in Section 4.15 (Taxes)) (excluding amounts below any the applicable Per-Claim Basket) exceeds Twenty Million Dollars ($20,000,000) 6,200,000 (the “Basket Amount”), and then the Buyer Indemnified Parties shall only be 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 such excess. The 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 this Article XI XII with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) XII to the extent the aggregate amount of all 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 this Article XI XII (excluding amounts below any the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Per-Claim Basket Amount and then only the Basket Amount. For purposes of determining whether any breach or inaccuracy has occurred and the amount of any Damages under Section 12.4(a) or this Section 12.4(b), all qualifications and limitations as to the extent materiality, Material Adverse Effect and words of such excesssimilar import set forth in Article IV shall be disregarded (except those contained in Sections 4.10 and 4.22(i)).

Claims Basket. The Purchaser Xxxxx Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section 8.1 with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of Damages (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) Losses incurred by the Purchaser Xxxxx Indemnified Parties that are the subject of such claim (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) US$50,000 (the “Per-Claim Basket”), and the Purchaser Xxxxx 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 11.2(a) 8.1 to the extent the aggregate amount of all Damages (excluding costs and expenses of Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) Losses incurred by the Purchaser Xxxxx Indemnified Parties for which the Purchaser Xxxxx Indemnified Parties are entitled to indemnification pursuant to this Article XI Section 8.1 (excluding amounts below any the applicable Per-Claim Basket) exceeds Twenty Million Dollars ($20,000,000) US$1,000,000 in the aggregate (the “Basket Amount”), and then 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 such excess. The Seller any of its representations, warranties or covenants set forth in Article III, the GNC Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section 8.2 with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages Losses incurred by the Seller GNC Indemnified Parties that are the subject of such claim exceeds the Per-Claim Basket, and the Seller GNC 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 11.2(b) 8.2 to the extent the aggregate amount of Damages in connection with any such claim all Losses incurred by the Seller GNC Indemnified Parties for which the Seller GNC Indemnified Parties are entitled to indemnification pursuant to this Article XI Section 8.2 (excluding amounts below any the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller GNC Indemnified Parties shall only be entitled to indemnification for such Damages Losses to the extent such Damages Losses exceed the Per-Claim Basket Amount and then only to the extent of such excessBasket Amount.

Claims Basket. The Purchaser Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI XIII with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of 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 (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) [***] (the “Per-Claim Per‑Claim Basket”), and the Purchaser Buyer 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 11.2(a) XIII to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 this Article XI XIII (excluding amounts below any the applicable Per-Claim Per‑Claim Basket) exceeds Twenty Million Dollars ($20,000,000) [***] (the “Basket Amount”), and then 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. “[***]” 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 such excess. The 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 this Article XI XIII with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) XIII to the extent the aggregate amount of all 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 this Article XI XIII (excluding amounts below any the applicable Per-Claim Per‑Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Per‑Claim Basket Amount and then only to the extent of such excessBasket Amount.

Claims Basket. The Purchaser Notwithstanding any provision hereof to the contrary, (i) the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI IX with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of Damages (excluding costs and expenses of the Purchaser 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 the Per Claim Basket and (or any series of related claims arising out of similar circumstancesii) exceeds Fifty Thousand Dollars ($50,000) (the “Per-Claim Basket”), and the Purchaser Buyer 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 11.2(a) IX to the extent the aggregate amount of all Damages (excluding costs and expenses of Purchaser 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) IX exceeds Twenty Million Dollars ($20,000,000) (the “Basket Amount”), and then 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. Notwithstanding any provision hereof to the extent of such excess. The contrary, (i) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI IX with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per-Per Claim Basket, Basket and (ii) 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 11.2(b) IX to the extent the aggregate amount of all 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) IX exceeds the Basket Amount, and in which event the Seller Indemnified Parties shall only be entitled to indemnification for the amount of such Damages to the extent such Damages exceed in excess of the Basket Amount and then Amount. For purposes of this Section 9.4(b), only to Damages incurred by either the extent of Buyer Indemnified Parties or the Seller Indemnified Parties that exceed such excessparty’s applicable Per Claim Basket shall be included in the applicable Basket Amount.

Claims Basket. The Purchaser Indemnified Parties shall not be entitled Notwithstanding any provision hereof to indemnification pursuant to the contrary, except as provided in the last sentence of 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 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 ($50,000) (the “Per-Claim Basket”8.4(b), and the Purchaser Indemnified Parties shall only be entitled to indemnification recover Damages pursuant to this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) VIII to the extent the aggregate amount of all such Damages (excluding costs and expenses of 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) VIII exceeds Twenty Million Dollars ($20,000,000) 337,500.00 (the “Basket Amount”), and then only to ) in which event the extent of such excess. The Seller Indemnified Parties shall not be entitled to indemnification pursuant to 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 Damages 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) to the extent the aggregate amount of 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Purchaser Indemnified Parties shall only be entitled to indemnification for the amount of such Damages to in excess of the extent such Damages exceed Basket Amount. Notwithstanding the foregoing, in 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 then only Other Third-Party Recoveries. Notwithstanding any provision in this Agreement to the extent 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 excess.amounts). In the event any Indemnified Party is entitled to any insurance proceeds, Tax benefits, indemnity payments or any third-party recoveries in respect of any Damages for which such Indemnified Party is entitled to indemnification pursuant to this Article VIII, such Indemnified Party shall use commercially reasonable efforts to obtain, receive or realize such proceeds, benefits, payments or recoveries. In the event that any such insurance proceeds, Tax benefits, indemnity payments or other third-party recoveries are realized by an Indemnified Party subsequent to receipt by such Indemnified Party of any indemnification payment hereunder

Claims Basket. The Purchaser Notwithstanding any provision of this Agreement to the contrary, Parent Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section 8.02(a)(i) with respect to any claim for indemnification pursuant to clause unless and until (i) of Section 11.2(a) unless and until the amount of Damages (excluding costs and expenses of the Purchaser 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 Fifty Thousand Dollars ($50,000) 15,000 (the “Per-"Per Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to ") until all such amounts so excluded exceed $50,000 at which time this Article XI with respect to any claim for indemnification pursuant to 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 Section 11.2(a) doubt, that any claim for Damages in respect of such amounts shall remain subject to the extent limitations of the Basket Amount and the Cap), and (ii) the aggregate amount of all Damages (excluding costs and expenses of Purchaser 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 this Article XI (excluding amounts below any applicable Per-Claim BasketSection 8.02(a)(i) exceeds Twenty Million Dollars ($20,000,000) 0.5% of Base Consideration (the “Basket Amount”), and then 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 excessrepresentations 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. The 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 this Article XI Section 8.02(b)(ii) with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages 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 this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) to the extent the aggregate amount of all 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 this Article XI (excluding amounts below any applicable Per-Claim BasketSection 8.02(b)(i) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount and then only to the extent of such excessAmount.

Claims Basket. The Purchaser Notwithstanding any provision hereof to the contrary, (i) Buyer Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section IX with respect to any individual claim for indemnification pursuant to for breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 11.2(a3.8(d) prior to the delivery of the Real Property Title Policies, unless and until the amount of Damages (excluding costs and expenses of the Purchaser 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 individual claim (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) 25,000 (the “Per-Per Claim Basket”), ) and the Purchaser (ii) Buyer Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI with respect to any claim Section IX for indemnification pursuant to breach of a representation or warranty, other than for breach of the warranty in clause (i) of Section 11.2(a3.8(d) prior to the delivery of the Real Property Title Policies, to the extent the aggregate amount of all Damages (excluding costs and expenses of Purchaser 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) Section IX exceeds Twenty Million Dollars ($20,000,000) 0.5% of the Purchase Price (the “Basket Amount”), and then Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent of such excessDamages exceed the Basket Amount. The Notwithstanding any provision hereof to the contrary, (i) the Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI Section IX with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b) unless and until the amount of Damages incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per-Per Claim Basket, Basket and (ii) 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 11.2(b) IX to the extent the aggregate amount of all 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 this Article XI (excluding amounts below any applicable Per-Claim Basket) Section IX exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount and then only to the extent of such excessAmount.

Claims Basket. The Purchaser Parent Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI 9 with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a9.2.1(i)(A) unless and until the amount of 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 Fifty Thousand Dollars ($50,000) 50,000 (the “Per-Claim Basket”), and the Purchaser Parent Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI 9 with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a9.2.1(i)(A) to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 this Article XI 9 (excluding amounts below any applicable Per-Claim Basket) exceeds Twenty Million Dollars ($20,000,000) 20,000,000 (the “Basket Amount”), and then the Parent Indemnified Parties shall only be entitled to indemnification for such Damages to the extent of such excessDamages exceed the Per-Claim Basket and the Basket Amount. The Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI 9 with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b9.2.2(i)(A) unless and until the amount of Damages 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 this Article XI 9 with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(b9.2.2(i)(A) to the extent the aggregate amount of all 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 this Article XI 9 (excluding amounts below any applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount and then only . For the avoidance of doubt, any claims for indemnification pursuant to Section 9.2.1(i)(B), Section 9.2.1(ii) or Section 9.2.2(ii) or Section 9.2.2(i)(B) shall not be subject to the extent of such excessPer-Claim Basket or the Basket Amount.

Claims Basket. The Purchaser GPIAC Indemnified Parties shall not be entitled to indemnification pursuant to this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claim made with respect to clause a Company Warranty Breach (i) of Section 11.2(aother than Company Warranty Breaches with respect to Company Fundamental Representations) unless and until the amount of 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 (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000) 75,000 (the “Per-Claim Basket”), and the Purchaser GPIAC Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claims made with respect to clause Company Warranty Breaches (i) of Section 11.2(aother than Company Warranty Breaches with respect to Company Fundamental Representations) to the extent the aggregate amount of all Damages (excluding costs and expenses of 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 this Article XI XII for all such Indemnification Claims (excluding amounts below any the applicable Per-Claim Basket) exceeds Twenty One Million Seven Hundred and Fifty Thousand Dollars ($20,000,0001,750,000) (the “Basket Amount”). Once the Basket Amount is exceeded, and then 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 excessIndemnification Claims that satisfy clause (i) of this sentence exceed the Basket Amount. The 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 this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claim made with respect to clause an Acquiror Warranty Breach (i) of Section 11.2(bother than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) unless and until the amount of Damages 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 this Article XI XII with respect to any claim for indemnification pursuant Indemnification Claims made with respect to clause Acquiror Warranty Breaches (i) of Section 11.2(bother than Acquiror Warranty Breaches with respect to Acquiror Fundamental Representations) to the extent the aggregate amount of all 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 this Article XI XII for all such Indemnification Claims (excluding amounts below any 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 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 and then only to the extent of such excessAmount.