Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities shall not be obligated to indemnify Parent or the Purchaser for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") pursuant to this Article VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller Entities, as the case may be, shall not exceed the Purchase Price.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, neither the Seller Entities Selling Parties on the one hand, nor Parent on the other hand, shall not be obligated to indemnify the Parent Indemnified Parties or the Purchaser Selling Parties Indemnified Parties, as the case may be, for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") Losses pursuant to this Article VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], X unless and until the dollar amount of all Damages shall equal Losses incurred in the aggregate by such Parent Indemnified Parties or Selling Parties Indemnified Parties, as applicable, exceeds $1,500,000500,000 (the “Deductible”), and then only for in which case the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation Selling Parties or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller EntitiesParent, as the case may be, will only be obligated to indemnify the Parent Indemnified Parties or the Selling Parties Indemnified Parties, as the case may be, for the total amount of Losses in excess thereof; provided, that in no event shall the aggregate indemnification obligations of the Selling Parties or Parent, as the case may be, pursuant to Section 10.2 hereof exceed $15,000,000 (the “Indemnification Cap”); provided, further, that notwithstanding the foregoing, Parent Indemnified Parties’ and Selling Parties Indemnified Parties’ rights to seek indemnification hereunder for any Losses due to, resulting from or arising out of the following shall not be subject to, the Deductible or Indemnification Cap limits contained in this Section 10.6: (i) fraud, intentional misconduct or intentional misrepresentation of Parent, the Selling Parties or the Company; (ii) any breach by Parent, the Selling Parties or the Company of any of the covenants or agreements contained in this Agreement; (iii) any breach by the Company or any of the Selling Parties of any representations and warranties referred to in Section 10.1(a)(i) hereof and any breach by Parent or Merger Sub of any representations and warranties referred to in Section 10.1(b)(i) hereof; or (iv) the items set forth in Section 10.2(a)(iii), (iv), (v) or (vi)) or Section 10.2(b)(iii) hereof. Any indemnification amounts paid in connection with the matters referred to in Section 10.6(a)(i), (ii), (iii) or (iv) hereof shall not be counted towards or included in the determination of the Indemnification Cap; provided, however, that (x) the Selling Parties’ collective total liability under this Article X shall not exceed in the Purchase Priceaggregate the sum of $75,000,000; and (y) Parent’s total liability under this Article X shall not exceed in the aggregate the sum of $75,000,000 (less any cash consideration paid by Parent hereunder). (b) For purposes of clarification and notwithstanding anything to the contrary in this Agreement, in no event and under no circumstance shall any Selling Party be liable for an amount in excess of the product of (x) such Selling Party’s Ownership Percentage and (y) $75,000,000.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities shall Sellers will not be obligated to indemnify Parent or the Purchaser Buyer for any costs Damages resulting from a breach of a representation or expenses warranty made by Sellers: (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages"i) pursuant to this Article VII to the extent they that Damages arising from any individual claim for indemnification are $10,000 or less (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or "BUYER MINIMUM CLAIM AMOUNT"); (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all such Damages shall equal in (other than those for claims that do not satisfy the aggregate Buyer Minimum Claim Amount) exceeds $1,500,0001,300,000 (the "BUYER DEDUCTIBLE"), and then only for the amount of the Damages in excess over such amount. Notwithstanding of the foregoingBuyer Deductible; provided, no however, that the Buyer Deductible shall not apply to any Damages resulting from a breach of a representation or warranty made by Sellers pursuant to Section 5.19 (Environmental Matters); and (iii) to the representations and warranties contained extent that the aggregate amount of all such payments for Damages (other than those for claims that do not satisfy the Buyer Minimum Claim Amount) to Buyer exceeds an amount equal to sixty-five percent (65%) of the amount of the Purchase Price paid in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhaustedcash. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall Buyer will not be obligated to indemnify the Seller Entities Sellers for any Damages pursuant to this Article VII resulting from a breach of a representation or warranty made by Buyer: (i) to the extent they that the Damages arising from any individual claim for indemnification are $10,000 or less; and (ii) to the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or extent that the Purchaser, unless and until the dollar aggregate amount of all such payments for Damages shall equal to Sellers exceeds the aggregate amount of the Purchase Price paid in the aggregate $1,500,000form of the Seller Shares, as calculated on the basis of the Price Per Share and then only for after giving effect to any adjustments to the excess over such amountPurchase Price under Section 3.3. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to For purposes of this Article VII to Parent and X, a representation or warranty shall be deemed breached if it would have been breached had the Purchaser representation not been qualified by the words "material", "materiality", "Material Adverse Effect", "in all material respects", or the Seller Entities, as the case may be, shall not exceed the Purchase Pricewords of similar import.

Indemnification Amounts. (a) Notwithstanding any provision The Seller shall not have liability under Section 8.2(a)(i) until the aggregate amount of the Buyer’s Losses attributable to indemnification claims exceeds $500,000 (the “Deductible Amount”), in which case the Buyer shall be entitled to Losses attributable to indemnification claims in an aggregate amount of up to a maximum of thirty-five percent (35%) of the Purchase Price (the “Cap Amount”); provided, however, that the Seller shall be liable only for the amount by which all Losses (up to the contrary contained in this AgreementCap Amount) exceed the Deductible Amount; provided, further, that (I) the Deductible Amount and Cap Amount shall not apply to any indemnification claim based on actual fraud or a willful misrepresentation, (II) the Deductible Amount and the Cap Amount shall not apply to indemnification claims made pursuant to Section 8.2(a)(iii) (regarding Former Property), the Seller Entities Deductible Amount and the Cap Amount shall not be obligated apply to indemnify Parent indemnification claims made pursuant to Section 8.2(a)(i) related to Section 3.13 (Taxes) (a “Tax Representation Claim”) and indemnification claims made pursuant to Section 8.2(a)(ii) related to Section 7.5 (Tax Matters) (a “Tax Covenant Claim”); provided, however, that the Seller shall not have any liability under Section 8.2(a)(i) for a Tax Representation Claim or under Section 8.2(a)(ii) for a Tax Covenant Claim until the Purchaser for any costs or expenses aggregate amount of Buyer Losses with respect to Tax Representation Claims and Tax Covenant Claims in respect of Non-Income Taxes exceeds $250,000; (including reasonable attorneys', experts' and consultants' feesIII) the Deductible Amount shall not apply to indemnification claims made pursuant to Section 8.2(a)(iv), judgments(v), fines(vi), penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") pursuant to this Article VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitationvii) or (iiviii) constitute Excluded Liabilities set forth and (III) with respect to any Losses attributable to indemnification claims made pursuant to Section 8.2(a)(i) in Schedule 1.1(cconnection with Section 3.7 (Litigation), Item 3 [environmental]Section 3.15 (Labor Matters) and Section 3.24(a) (Product Liability; Product Warranties), unless and until the dollar amount Buyer shall, subject to the Deductible Amount (if applicable), be entitled to Losses in excess of all Damages shall equal in the aggregate $1,500,000Cap Amount, and then only for but not more than the excess over such amountPurchase Price. Notwithstanding the foregoing, no breach of the representations and warranties contained Seller shall not have liability under Section 8.2(a)(i) with respect to third party claims unless the Claim Notice with respect thereto was properly delivered to the Seller in accordance with Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted8.3. (b) Notwithstanding The Buyer shall not have any provision liability under Section 8.2(b)(i) until the aggregate amount of the Buyer’s Losses attributable to indemnification claims exceeds the Deductible Amount, in which case the Seller shall be entitled to Losses attributable to indemnification claims in an aggregate amount up to the contrary contained in this AgreementCap Amount; provided, however, that the Parent and the Purchaser Buyer shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000, and then liable only for the excess over such amount. amount by which all Losses (c) Notwithstanding any provision up to the contrary contained in this AgreementCap Amount) exceed the Deductible Amount; provided, further, that the Deductible Amount and Cap Amount shall not apply to any indemnification claim based on actual fraud or a willful misrepresentation. Notwithstanding the foregoing, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller Entities, as the case may be, Buyer shall not exceed have any liability under Section 8.2(b)(i) with respect to third party claims unless the Purchase PriceClaim Notice with respect thereto was properly delivered to the Buyer in accordance with Section 8.3.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities Former Commonwealth Stockholders shall not be obligated to indemnify Parent or the Purchaser Sub for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") Damages pursuant to this Article VII VIII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any Company or either or both of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], 5% Stockholders unless and until the dollar amount of all Damages shall equal in the aggregate $1,500,000100,000, in which case the Former Commonwealth Stockholders will be obligated, jointly and then only severally, to indemnify Parent and Sub for the excess over such amounttotal amount of Damages subject to Section 8.6 hereof, including any amounts which would otherwise not be required to be paid by reason of this Section 8.3(a). Notwithstanding the foregoingFor purposes of this Article VIII, no breach of the representations all materiality, Material Adverse Effect and warranties contained similar qualifications in Section 2.18any representation, 2.19 and 2.20 [inventorywarranty, accounts receivable and product returns and warranties] covenant or other provision hereof shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhaustedignored. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser Sub shall not be obligated to indemnify the Seller Entities Former Commonwealth Stockholders for any Damages pursuant to this Article VII VIII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the PurchaserSub, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000100,000, in which case Parent and then only Sub will be obligated to indemnify the Former Commonwealth Stockholders for the excess over such amount. total amount of Damages, including any amounts which would otherwise not be required to be paid by reason of this Section 8.3(b). In no event shall the liability of Parent and Sub under Section 1.12 and this Article VIII (cthe "Indemnified Amount") Notwithstanding any provision to exceed in the contrary contained in this Agreementaggregate $3,930,000. On each of the first, second and third anniversary of the Closing, the maximum aggregate Indemnified Amount shall be reduced by $1,310,000, less the amount payable of any pending claims. All amounts to be paid by Parent pursuant to this Article VII to VIII shall be payable in Parent and the Purchaser or the Seller EntitiesShares valued, as the case may befor these purposes, shall not exceed the Purchase Priceat $4.04 per share.

Indemnification Amounts. Seller shall not have liability under Section 7.2(a) until the aggregate amount of Buyer's Losses attributable to indemnification claims under such section for which a Claims Notice was properly delivered to Seller pursuant to Section 7.3 exceeds $977,000 (athe "Seller Basket Amount"); provided, however, that once the aggregate amount of Buyer's Losses attributable to indemnification claims under Section 7.2(a) Notwithstanding any provision equal or exceed the Seller Basket Amount, all of Buyer's Losses attributable to such indemnification claims will be indemnifiable by Seller. Seller's obligation to indemnify pursuant to the contrary contained foregoing shall be limited to $8,793,000 (the "Seller Maximum Amount"). Notwithstanding the foregoing, neither the Seller Basket Amount nor the Seller Maximum Amount shall apply to Losses resulting from (i) the Retained Liabilities (Section 2.10), (ii) breaches by Seller with respect to representations and warranties set forth in this AgreementOrganization and Related Matters (Section 3.3), Tax Matters (Section 3.12), those sections of Benefit Plans (Section 3.14) that relate to Losses under an Employee Benefit Plan subject to Title IV of ERISA or that relate to Losses under an Employee Benefit Plan of an ERISA Affiliate of Seller under which no employees of the Companies or any of their Subsidiaries participates or has participated, and Environmental Matters (Section 3.15), or for (iii) fraudulent or willful and intentional breaches with the intent to deceive, for all of which Losses the Seller shall be liable whether or not the Seller Basket Amount has been satisfied. Additionally and notwithstanding the foregoing, the Seller Entities Maximum Amount shall not be obligated apply to indemnify Parent or Losses resulting from breaches by Seller with respect to representations and warranties set forth in Benefit Plans (Section 3.14). Buyer shall not have liability under Section 7.2(b) until the Purchaser aggregate amount of Buyer's Losses attributable to indemnification claims under such section for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up which a Claims Notice was properly delivered to take into account tax detriments (such net amounts being referred to herein as, "Damages") Seller pursuant to this Article VII Section 7.3 exceeds $977,000 (the "Buyer Basket Amount"); provided, however, that once the aggregate amount of Seller's Losses attributable to indemnification claims under Section 7.2(b) equal or exceed the extent they Buyer Basket Amount, all of Seller's Losses attributable to such indemnification claims will be indemnifiable by Buyer. The maximum liability of Buyer under Section 7.2(b) is $8,793,000 (the "Buyer Maximum Amount"). Notwithstanding the foregoing, neither the Buyer Basket Amount nor the Buyer Maximum Amount shall apply to Losses resulting from (i) are the result of any breach of any representation or warranty or failure breaches by Buyer with respect to perform any covenant made by or on behalf of the Seller Entities representations and warranties set forth in Organization and Related Matters (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitationSection 4.3) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c)fraudulent or willful and intentional breaches with the intent to deceive, Item 3 [environmental], unless and until for all of which Losses the dollar amount of all Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] Buyer shall be counted as Damages until all reserves for such matters reflected on liable whether or not the Closing Date Balance Sheet have Buyer Basket Amount has been exhaustedsatisfied. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller Entities, as the case may be, shall not exceed the Purchase Price.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Swiss Merger Agreement, the Seller Entities Invest Shareholders shall not be obligated to indemnify Parent or the Purchaser BRKR Indemnified Parties for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") Losses pursuant to this Article VII X to the extent they (i) are the a result of any breach of any representation or warranty or failure claim made pursuant to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitationSection 10.2(a) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal Losses in the aggregate from claims made pursuant to Section 10.2(a), Section 9.2(a) of the U.S. SPA and Section 9.2(a) of the German SPA exceed $1,500,0003,250,000, in which case Invest Shareholders will be obligated to indemnify the BRKR Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 10.5; provided, however, that in no event shall the aggregate indemnification obligations of Invest Shareholders pursuant to Sections 10.2(a), (b) or (c) of this Swiss Merger Agreement, Sections 9.2(a), (b) or (c) of the U.S. SPA, and then only Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the BRKR Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Invest Shareholders or Invest or (ii) Section 3.8 (Ownership of the excess over such amountInvest Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of Invest), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 10.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Invest Shares) and Section 3.9 (Withholding Tax), the liability of any Invest Shareholder beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no breach Invest Shareholder shall have any liability under this Article X or otherwise under this Swiss Merger Agreement in excess of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted amount set forth opposite such Invest Shareholder’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as Damages until all reserves for such matters reflected set forth on Schedule 9.5 to the Closing Date Balance Sheet have been exhaustedU.S. SPA. (b) Notwithstanding For the purpose of calculating the amount of any provision Loss for which a BRKR Indemnified Party is entitled to the contrary contained in indemnification under this Swiss Merger Agreement, the Parent amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the Purchaser shall not be obligated to indemnify the Seller Entities for BRKR Indemnified Parties in pursuing any Damages pursuant to insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third party under this Article VII X shall constitute additional Losses with respect to the matter for which indemnification may be sought hereunder, except to the extent they such costs and expenses are paid or reimbursed by such insurer or other third party. In the result event that a BRKR Indemnified Party is paid by Invest Shareholders for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such BRKR Indemnified Party shall assign, to the extent legally permissible, all such claims to Invest Shareholders for purposes of recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any breach of any representation or warranty or failure payment received, up to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000Loss, and then only for the excess over from such amountinsurance claim or Third Party claim to Invest Shareholders. (c) Notwithstanding any provision BRKR shall be entitled to recover Losses from the Indemnity Escrow; provided, however, that the recovery is not limited to the contrary contained amount in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller Entities, as the case may be, shall not exceed the Purchase PriceIndemnity Escrow.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities Sellers shall not be obligated to indemnify Parent or the Purchaser for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") Damages pursuant to this Article VII V to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities Company or the Sellers (other than Damages resulting from the breach of any of the Listed Representations Representations, as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal in the aggregate $1,500,0005,000, and then only in which case the Sellers will be obligated to indemnify the Purchaser for the excess over such amounttotal amount of Damages including any amounts which would otherwise not be required to be paid by reason of this Section 5.3(a). Notwithstanding any provision to the foregoingcontrary contained in this Agreement, no breach the Sellers' indemnity obligations hereunder shall be limited to the return of the representations Purchaser Shares received by such Sellers, valued at the prices contemplated by Article I hereof (on a first-in-first-out basis). For purposes of this Article V, all materiality, Material Adverse Effect and warranties contained similar qualifications in Section 2.18any representation, 2.19 and 2.20 [inventorywarranty, accounts receivable and product returns and warranties] covenant or other provision hereof shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhaustedignored. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities Sellers for any Damages pursuant to this Article VII V to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,0005,000, and then only in which case the Purchaser will be obligated to indemnify the Sellers for the excess over such amount. (c) total amount of Damages including any amounts which would otherwise not be required to be paid by reason of this Section 5.3(b). Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable Purchaser shall not be obligated to indemnify the Sellers for Damages pursuant to this Article VII V in an amount exceeding the consideration paid or to Parent and be paid by the Purchaser or pursuant to Article I hereof, valued at the Seller Entities, as the case may be, shall not exceed the Purchase Priceprices contemplated by Article I hereof (on a first-in-first-out basis).

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities shall not be obligated to indemnify Parent or the Purchaser Indemnified Parties for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") Losses pursuant to this Article VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or the Purchaser, VIII unless and until the dollar amount of all such Damages shall equal Losses in the aggregate exceed $1,500,0001,500,000 (the "Basket Amount"), and then only in which case Seller will be obligated to indemnify the Purchaser Indemnified Parties for Losses in excess of the excess over such amount. Basket Amount. In no event shall the aggregate indemnification obligations of Seller pursuant to Section 8.3 exceed $45,000,000 (c) Notwithstanding the "Cap Amount"). If less than all of the Acquired Subsidiaries have been transferred as of the last day upon which any provision to the contrary contained in Acquired Subsidiary may be transferred under this Agreement, each of the maximum aggregate amount payable pursuant to Basket Amount and the Cap Amount shall be adjusted such that the Basket Amount and the Cap Amount equal the respective amounts obtained by multiplying each of the Basket Amount and the Cap Amount by a fraction, the numerator of which is the Allocated Price of the Acquired Subsidiaries transferred as of the last day upon which any Acquired Subsidiary may be transferred under the Agreement, and the denominator of which is $150,000,000. For purposes of computing any Loss under this Article VII VIII with respect to Parent any representation, warranty, covenant or agreement that is qualified as to materiality or Material Adverse Effect, the amount of the Loss shall be the entire Loss arising by reason of the breach of such representation, warranty, covenant or agreement and not merely the amount of such Loss in excess of the amount that constitutes a material Loss or in excess of an amount that constitutes a Material Adverse Effect; it being understood and agreed that, notwithstanding the foregoing, the Basket Amount shall continue to remain applicable. Notwithstanding the foregoing, Seller agrees that any indemnification of Purchaser Indemnified Parties by Seller under Section 8.3(a) for Losses resulting from a breach by Seller of the covenants and agreements of Seller set forth in Section 7.4(e) shall not be subject to either of the Basket Amount or the Cap Amount, and that Seller Entities, as shall indemnify Purchaser for the case may be, full amount of any such Losses in accordance with the provisions of this Article VIII (Seller agreeing that any indemnification obligations of Seller in respect of such Losses shall not exceed be included in, or count towards, any calculation for purposes of determining if the Purchase PriceCap Amount has been reached).

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this AgreementU.S. SPA, the Seller Entities Sellers shall not be obligated to indemnify Parent or the Purchaser BRKR Indemnified Parties for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") Losses pursuant to this Article VII IX to the extent they (i) are the a result of any breach of any representation or warranty or failure claim made pursuant to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitationSection 9.2(a) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal Losses in the aggregate from claims made pursuant to Section 9.2(a), Section 10.2(a) of the Swiss Merger Agreement and Section 9.2(a) of the German SPA exceed $1,500,0003,250,000, in which case Sellers will be obligated to indemnify the BRKR Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided, however, that in no event shall the aggregate indemnification obligations of Sellers pursuant to Sections 9.2(a), (b) or (c) of this U.S. SPA, Sections 10.2(a), (b) or (c) of the Swiss Merger Agreement, and then only Sections 9.2(a), (b) or (c) of the German SPA exceed Ninety Two Million Dollars ($92,000,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the BRKR Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Sellers or BioSpin U.S. or (ii) Section 3.8 (Ownership of the excess over such amountShares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of BioSpin U.S.), Section 4.4 (Capitalization of the Subsidiaries; Other Interests) or Section 4.17 (Environmental) shall not be subject to, or limited by, the limits contained in this Section 9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no breach Seller shall have any liability under this Article IX or otherwise under this U.S. SPA in excess of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted amount set forth opposite such Seller’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as Damages until all reserves for such matters reflected set forth on the Closing Date Balance Sheet have been exhaustedSchedule 9.5. (b) Notwithstanding For the purpose of calculating the amount of any provision Loss for which a BRKR Indemnified Party is entitled to indemnification under this U.S. SPA, the amount of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the BRKR Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third party under this Article IX shall constitute additional Losses with respect to the contrary contained in this Agreementmatter for which indemnification may be sought hereunder, the Parent and the Purchaser shall not be obligated to indemnify the Seller Entities for any Damages pursuant to this Article VII except to the extent they such costs and expenses are paid or reimbursed by such insurer or other third party. In the result event that a BRKR Indemnified Party is paid by Sellers for a Loss for which one or more insurance claims or claims against Third Parties has been or could be made, but for which payment from such insurer or Third Party has not been received, then such Purchaser Indemnified Party shall assign, to the extent legally permissible, all such claims to Sellers for purposes of recouping payment of such Loss. To the extent such assignment should not be legally permissible, the respective BRKR Indemnified Party shall remit any breach of any representation or warranty or failure payment received, up to perform any covenant made by or on behalf of Parent or the Purchaser, unless and until the dollar amount of all such Damages shall equal in the aggregate $1,500,000Loss, and then only for the excess over from such amountinsurance claim or Third Party claim to Sellers. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to this Article VII to Parent and the Purchaser or the Seller Entities, as the case may be, shall not exceed the Purchase Price.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities shall not be obligated to indemnify Parent or the Purchaser for any costs or expenses (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages") pursuant to this Article VII to the extent they (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all Damages shall equal in the aggregate $1,500,000, and then only for the excess over such amount. Notwithstanding the foregoing, no breach of the representations and warranties contained in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhausted. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser Sellers shall not be obligated to indemnify the Seller Entities Purchaser Indemnified Parties for any Damages Losses pursuant to this Article VII IX to the extent they are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent the Company or the Purchaser, Sellers unless and until the dollar amount of all such Damages shall equal Losses in the aggregate exceed Five Hundred Thousand Dollars ($1,500,000500,000), and then only in which case Sellers will be obligated to indemnify the Purchaser Indemnified Parties for the total amount of Losses including any amounts which would otherwise not be required to be paid by reason of this Section 9.5; provided that in no event shall the aggregate indemnification obligations of Sellers pursuant to Section 9.2(a), (b) or (c) exceed Thirteen Million Five Hundred Thousand Dollars ($13,500,000) (the “Indemnity Cap”); provided, further, that notwithstanding the foregoing, the Purchaser Indemnified Parties’ right to seek indemnification hereunder for any Losses arising out of (i) criminal activity or fraud of Sellers or the Company or (ii) Section 3.8 (Ownership of the Shares), Section 3.9 (Withholding Tax), Section 4.3 (Capitalization of the Company), Section 4.4 (Capitalization of the Subsidiaries; Other Interests), Section 4.17 (Environmental), Section 4.19 (Employee Benefits), Section 4.21 (Taxes and Tax Returns), Section 4.22 (Proprietary Rights) or Section 4.28 (No Misleading Statements) shall not be subject to, or limited by, the limits contained in this Section 9.5; provided, further, that with respect to any Losses arising out of Section 3.8 (Ownership of Shares) and Section 3.9 (Withholding Tax), the liability of any Seller beyond the Indemnity Cap shall be several and not joint. Notwithstanding the foregoing, no Seller shall have any liability under this Article IX or otherwise under this Agreement in excess over of such amountSeller’s pro rata portion of the Purchase Price, as set forth on Schedule 2.2. (cb) Notwithstanding For the purpose of calculating the amount of any provision Loss for which a Purchaser Indemnified Party is entitled to the contrary contained in indemnification under this Agreement, the maximum aggregate amount payable pursuant of each Loss shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment that has been paid by any insurer or other third-party with respect thereto. The reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of counsel) actually incurred by the Purchaser Indemnified Parties in pursuing any insurance proceeds or indemnity, contribution or other similar payment from any insurer or other third-party under this Article VII IX shall constitute additional Losses with respect to Parent the matter for which indemnification may be sought hereunder, except to the extent such costs and the Purchaser expenses are paid or the Seller Entities, as the case may be, shall not exceed the Purchase Pricereimbursed by such insurer or other third-party.

Indemnification Amounts. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Seller Entities shall Sellers will not be obligated to indemnify Parent or the Purchaser Buyer for any costs Damages resulting from a breach of a representation or expenses warranty made by Sellers: 44 Asset Purchase Agreement (including reasonable attorneys', experts' and consultants' fees), judgments, fines, penalties, losses, claims, liabilities and damages, net of any insurance proceeds and tax benefits but grossed up to take into account tax detriments (such net amounts being referred to herein as, "Damages"i) pursuant to this Article VII to the extent they that Damages arising from any individual claim for indemnification are $10,000 or less (i) are the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of the Seller Entities (other than Damages resulting from the breach of any of the Listed Representations as to which there shall be no limitation) or "Buyer Minimum Claim Amount"); (ii) constitute Excluded Liabilities set forth in Schedule 1.1(c), Item 3 [environmental], unless and until the dollar amount of all such Damages shall equal in (other than those for claims that do not satisfy the aggregate Buyer Minimum Claim Amount) exceeds $1,500,0001,300,000 (the "Buyer Deductible"), and then only for the amount of the Damages in excess over such amount. Notwithstanding of the foregoingBuyer Deductible; provided, no however, that the Buyer Deductible shall not apply to any Damages resulting from a breach of a representation or warranty made by Sellers pursuant to Section 5.19 (Environmental Matters); and (iii) to the representations and warranties contained extent that the aggregate amount of all such payments for Damages (other than those for claims that do not satisfy the Buyer Minimum Claim Amount) to Buyer exceeds an amount equal to sixty-five percent (65%) of the amount of the Purchase Price paid in Section 2.18, 2.19 and 2.20 [inventory, accounts receivable and product returns and warranties] shall be counted as Damages until all reserves for such matters reflected on the Closing Date Balance Sheet have been exhaustedcash. (b) Notwithstanding any provision to the contrary contained in this Agreement, the Parent and the Purchaser shall Buyer will not be obligated to indemnify the Seller Entities Sellers for any Damages pursuant to this Article VII resulting from a breach of a representation or warranty made by Buyer: (i) to the extent they that the Damages arising from any individual claim for indemnification are $10,000 or less; and (ii) to the result of any breach of any representation or warranty or failure to perform any covenant made by or on behalf of Parent or extent that the Purchaser, unless and until the dollar aggregate amount of all such payments for Damages shall equal to Sellers exceeds the aggregate amount of the Purchase Price paid in the aggregate $1,500,000form of the Seller Shares, as calculated on the basis of the Price Per Share and then only for after giving effect to any adjustments to the excess over such amountPurchase Price under Section 3.3. (c) Notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount payable pursuant to For purposes of this Article VII to Parent and X, a representation or warranty shall be deemed breached if it would have been breached had the Purchaser representation not been qualified by the words "material", "materiality", "Material Adverse Effect", "in all material respects", or the Seller Entities, as the case may be, shall not exceed the Purchase Pricewords of similar import.