Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) The Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the “EAW Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. (c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Price. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 2.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d), (i) the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/Xxxxxxxx Deductible”), at which time the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of all Losses in excess of the Mackie/Xxxxxxxx Deductible and (ii) the Xxxxxx Xxxxxxx’ and the Xxxxxxxx Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any fraudulent act or omission by a party hereto.

Indemnification Amounts. Notwithstanding anything to the contrary stated in this Article 9, no indemnifying party shall have liability under Section 9.2(i) or 9.3(i), as the case may be, for breaches of representations and warranties (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the other than those representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained set forth in Section 5.1 (Organization3.1(a), Section 5.2 (Authorization)3.2, Section 5.3 (Capitalization), Section 5.4 (Officers and Directors3.3(a), the last sentence of Section 5.7 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses (Indebtednessexcluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 5.8 (Liens on Inventory3.3(b), the last sentence of Section 5.9 (Liens on Accounts Receivableand Sections 3.7, 3.19(b)(i), the second sentence of Section 5.10(b) (title to Real Property3.19(b)(viii), the second sentence of Section 5.10(c) (title to Personal Property3.19(b)(ix), Section 5.15 (Environmental Matters3.19(b)(x), Section 5.17 (Taxes)4.1(a) or 4.4 or fraudulent -80- <Page> misrepresentations, Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) The Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the “EAW Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. fifteen (c15) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess percent of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Price. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any Buyer and all Losses in respect of a breach of any of the Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 2.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d3.19(b)(i), (i) for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Xxxxxx Xxxxxxx Basket and the Xxxxxxxx Sellersamount of Losses, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/Xxxxxxxx Deductible”), at which time the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, Materiality Qualifiers shall be liable for the full amount of all Losses in excess of the Mackie/Xxxxxxxx Deductible ignored and (ii) the Xxxxxx Xxxxxxx’ and the Xxxxxxxx Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect construed without regard to any fraudulent act or omission by a party hereto.Materiality Qualifiers therein contained. ARTICLE 10

Indemnification Amounts. (a) Except as otherwise provided Notwithstanding any provision to the contrary contained in this Section 8.4(a)German SPA, (i) the Company Sellers shall not have be obligated to indemnify the Purchaser Indemnified Parties for any liability under Losses pursuant to this Article IX to the extent they are a result of any claim made pursuant to Section 8.1(a)(i)(A9.2(a) hereof unless and until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full dollar amount of all Losses in excess the aggregate from claims made pursuant to Section 9.2(a) of this German SPA, Section 10.2(a) of the Company Deductible Swiss Merger Agreement and Section 9.2(a) of the U.S. SPA exceed $3,250,000, 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, however, that in no event shall the aggregate indemnification obligations of Sellers pursuant to Sections 9.2(a), (b) or (c) of this German SPA, Sections 10.2(a), (b) or (c) of the Swiss Merger Agreement and Sections 9.2(a), (b) or (c) of the U.S. SPA exceed Ninety Two Million Dollars ($92,000,000) (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 (in each case as determined in a final, non-appealable decision by a court of competent jurisdiction) of Sellers or the Target Companies or (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties 3.8 (Ownership of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (OrganizationShares), Section 5.2 3.9 (AuthorizationWithholding Tax), Section 5.3 4.3 (CapitalizationCapitalization of Bruker Physik), Section 5.4 4.4 (Officers and Directors), Capitalization of the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee BenefitsSubsidiaries; Other Interests), or Section 5.25 4.16 (BrokersEnvironmental) 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 German SPA in excess of the amount set forth opposite such Seller’s name under the heading “Individual Selling Shareholders’ Indemnity Cap” as set forth on Schedule 9.5 to the U.S. SPA. (b) The Company shall not have For the purpose of calculating the amount of any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses Loss for which a Purchaser Indemnified Party is entitled to indemnification under this German SPA, the Company is liable under such Section are in excess amount of $250,000 (the “EAW Deductible”), at which time the Company each Loss shall be liable 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 IX shall constitute additional Losses with respect to the matter for which indemnification may be sought hereunder, except to the full extent such costs and expenses are paid or reimbursed by such insurer or other third party. In the event that a Purchaser 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 payment received, up to the amount of all Losses in excess of the EAW Deductiblesuch Loss, from such insurance claim or Third Party claim to Sellers. (c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser Purchasers shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Price. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 2.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d), (i) the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/Xxxxxxxx Deductible”), at which time the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of all Losses in excess of the Mackie/Xxxxxxxx Deductible and (ii) the Xxxxxx Xxxxxxx’ and the Xxxxxxxx Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree recover Losses from the Indemnity Escrow; provided, however, that the remedies provided recovery is not limited to the amount in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any fraudulent act or omission by a party heretoIndemnity Escrow.

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a7.3(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A7.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section section are in excess of $150,000 (the “Company Deductible”)250,000, at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s a $100,000 aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Pricedeductible; provided provided, that, for purposes of this Section 8.4(a7.3(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. IV; provided, further, the aggregate liability of the Company under this Article VII shall in no event exceed $3,500,000.00. Notwithstanding the immediately preceding sentence, the provisions of the immediately preceding sentence shall not apply to, and the Company shall be liable for the full amount of of, any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 4.1 (Organization), the first two sentences of Section 5.2 4.2 (Authorization), Section 5.3 4.3 (Capitalization), Section 5.4 4.4 (Officers and Directors), the last sentence of Section 5.7 4.7 (Indebtedness), the last sentence of Section 5.8 4.8 (Liens on Inventory), the last sentence of Section 5.9 4.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b4.10(b) (title to Real Property), the second sentence of Section 5.10(c4.10(c) (title to Personal Property), Section 5.15 4.15 (Environmental Matters), Section 5.17 4.17 (Taxes), Section 5.18 4.18 (Employee Benefits), or Section 5.25 4.26 (Brokers), Section 4.27 (Rights Plan), or any matter set forth on Schedule 7.3 attached hereto. (b) The Company Except as otherwise provided in this Section 7.3(b), Purchaser shall not have any liability under Section 8.1(a)(i)(D7.2(a)(i)(A) hereof until the aggregate of all Losses for which the Company Purchaser is liable under such Section section are in excess of $250,000 (the “EAW Deductible”)250,000, at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. (c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s a $100,000 aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Pricedeductible. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in the first two sentences of Section 2.2 3.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d), (i) the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/Xxxxxxxx Deductible”), at which time the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of all Losses in excess of the Mackie/Xxxxxxxx Deductible and (ii) the Xxxxxx Xxxxxxx’ and the Xxxxxxxx Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (ec) Any amount payable pursuant to this Article VIII VII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIIIVII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any fraudulent act or omission by a party hereto.

Indemnification Amounts. Notwithstanding anything to the contrary stated in this Article 9, no indemnifying party shall have liability under Section 9.2(i) or 9.3(i), as the case may be, for breaches of representations and warranties (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the other than those representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained set forth in Section 5.1 (Organization3.1(a), Section 5.2 (Authorization)3.2, Section 5.3 (Capitalization), Section 5.4 (Officers and Directors3.3(a), the last sentence of Section 5.7 3.3(b), and Sections 3.7, 4.1(a) or 4.4 or fraudulent misrepresentations, for any individual Loss less than $20,000 or until the aggregate amount of Losses (Indebtednessexcluding any Loss less than $20,000) that the indemnifying party would, but for this Section 9.7, be liable exceeds on a cumulative basis an amount equal to three million dollars ($3,000,000) (the "Basket"), and then only to the extent that the aggregate of all Losses exceeds the Basket or (b) other than those representations and warranties set forth in Section 3.1(a), 3.2, 3.3(a), the last sentence of Section 5.8 (Liens on Inventory3.3(b), the last sentence of Section 5.9 (Liens on Accounts Receivableand Sections 3.7, 3.19(b)(i), the second sentence of Section 5.10(b) (title to Real Property3.19(b)(viii), the second sentence of Section 5.10(c) (title to Personal Property3.19(b)(ix), Section 5.15 (Environmental Matters3.19(b)(x), Section 5.17 (Taxes)4.1(a) or 4.4 or fraudulent -80- misrepresentations, Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) The Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the “EAW Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. fifteen (c15) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess percent of the Purchaser Deductible and (ii) the Purchaser’s aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Price. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any Buyer and all Losses in respect of a breach of any of the Sellers agree that certain representations and warranties contained in this Agreement are qualified by materiality references or by matters having or not having a Material Adverse Effect (collectively, the "Materiality Qualifiers"). Buyer and Sellers agree that, except in the case of claims relating to the representations set forth in Section 2.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d3.19(b)(i), (i) for purposes of Sections 9.2 and 9.3 hereof and for purposes of calculating the Xxxxxx Xxxxxxx Basket and the Xxxxxxxx Sellersamount of Losses, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/Xxxxxxxx Deductible”), at which time the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, Materiality Qualifiers shall be liable for the full amount of all Losses in excess of the Mackie/Xxxxxxxx Deductible ignored and (ii) the Xxxxxx Xxxxxxx’ and the Xxxxxxxx Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect construed without regard to any fraudulent act or omission by a party heretoMateriality Qualifiers therein contained.

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a7.3(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A7.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section section are in excess of $150,000 (the “Company Deductible”)250,000, at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s a $100,000 aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Pricedeductible; provided provided, that, for purposes of this Section 8.4(a7.3(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. IV, provided, further, the aggregate liability of the Company under this Article VII shall in no event exceed $3,500,000.00. Notwithstanding the immediately preceding sentence, the provisions of the immediately preceding sentence shall not apply to, and the Company shall be liable for the full amount of of, any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 4.1 (Organization), the first two sentences of Section 5.2 4.2 (Authorization), Section 5.3 4.3 (Capitalization), Section 5.4 4.4 (Officers and Directors), the last sentence of Section 5.7 4.7 (Indebtedness), the last sentence of Section 5.8 4.8 (Liens on Inventory), the last sentence of Section 5.9 4.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b4.10(b) (title to Real Property), the second sentence of Section 5.10(c4.10(c) (title to Personal Property), Section 5.15 4.15 (Environmental Matters), Section 5.17 4.17 (Taxes), Section 5.18 4.18 (Employee Benefits), or Section 5.25 4.26 (Brokers), Section 4.27 (Rights Plan), or any matter set forth on Schedule 7.3 attached hereto. (b) The Company Except as otherwise provided in this Section 7.3(b), Purchaser shall not have any liability under Section 8.1(a)(i)(D7.2(a)(i)(A) hereof until the aggregate of all Losses for which the Company Purchaser is liable under such Section section are in excess of $250,000 (the “EAW Deductible”)250,000, at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. (c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the “Purchaser Deductible”), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser’s a $100,000 aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Pricedeductible. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in the first two sentences of Section 2.2 3.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d), (i) the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $150,000 (the “Mackie/Xxxxxxxx Deductible”), at which time the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of all Losses in excess of the Mackie/Xxxxxxxx Deductible and (ii) the Xxxxxx Xxxxxxx’ and the Xxxxxxxx Sellers’ aggregate liability for Losses covered under Section 8.3(a)(i)(A) and (b)(i)(A) shall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 4.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (ec) Any amount payable pursuant to this Article VIII VII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIIIVII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any fraudulent act or omission by a party hereto.