Common use of Indemnification by Pfizer Clause in Contracts

Indemnification by Pfizer. (a) Pfizer, on behalf of itself and the Asset Selling Corporations, agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and their respective directors, officers, agents, employees, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages, including reasonable attorneys' fees (collectively, a "Loss" or, the "Losses") claimed or arising from: (i) any Retained Liability, (ii) any Excluded Environmental Liabilities, (iii) any breach by Pfizer or any of the other Asset Selling Corporations of any of their respective covenants or agreements contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement, (iv) any breach of any warranty or representation of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement or (v) Pfizer's failure to comply with the covenants set forth in Section 7.14 and Schedule 7.14. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Environmental Liability to the extent that such Environmental Liability arises out of any negligent actions taken by Purchaser or its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Notwithstanding anything to the contrary in this Article VIII, Pfizer shall not be required to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, with respect to subparagraphs (iii) or (vi) only of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregate, and then further subject to the limitations set forth in Sections 8.5 and 8.6 to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability under Section 8.1(a)(iv) by reason of a breach of any representation or warranty contained in Section 5.10 hereof shall be subject to the same provisions of this Article VIII as are applicable to Pfizer's obligation to indemnify Purchaser or its Affiliates for any such Environmental Liability under Section 8.1(a)(ii) that also would constitute an Excluded Environmental Liability (e.g., any such breach that is of a nature that falls under subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities would be subject to the provisions of the preceding sentence).

Indemnification by Pfizer. (a) Pfizer, on behalf of itself and the Asset Selling Corporations, Pfizer agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and and, if applicable, their respective directors, officers, agents, employees, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages, including reasonable attorneys' fees damages (collectively, a "Loss" or, or the "Losses") claimed or arising from: directly from (i) any Retained Liability, (ii) any Excluded Environmental Liabilities, subject to the provisions of this Article, (iii) any breach by Pfizer or any of the other Asset Selling Seller Corporations of any of their respective its covenants or agreements contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreementagreement, (iv) any breach of any representation and warranty or of the Seller Corporations contained in this Agreement, it being understood that for purposes of this Article VIII, all materiality exceptions and qualifications set forth in any representation and warranty of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitationshall be disregarded, the Rixensart Agreement materiality standard for Pfizer's obligations to indemnify Purchaser and its Affiliates, and, if applicable, their respective directors, officers, agents, employees, successors and assigns in respect of a breach of a representation and warranty contained herein being set forth in Section 8.6 hereof, or (v) Pfizer's failure to comply any non-compliance with the covenants set forth in Section 7.14 and Schedule 7.14bulk transfer or similar Laws. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Environmental Liability Loss to the extent that such Environmental Liability arises out of any negligent actions Loss relates solely to action taken by Purchaser or its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Notwithstanding anything to the contrary Nothing in this Article VIII, Pfizer Section 8.1 shall not be required construed to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, impose liabilities with respect to subparagraphs Taxes. (iiid) or (vi) only of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregate, and then further subject to the limitations set forth in Sections 8.5 and 8.6 to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability under Section 8.1(a)(iv) by reason of a breach of any representation or warranty contained in Section 5.10 hereof shall be subject to the same provisions of this Article VIII as are applicable to Pfizer's obligation to indemnify indemnify, defend or hold harmless the Purchaser or any of its Affiliates for from any such Environmental Liability under Section 8.1(a)(ii) that also would constitute an Excluded Environmental Liability (e.g., any such breach that is of a nature that falls under subparagraphs (iii), (iv) and (vi) Loss shall terminate effective with the expiration of the definition applicable statute of Excluded Environmental Liabilities would be subject to the provisions limitations in respect of the preceding sentence).such Loss or as set forth in Section 8.5, whichever is earlier. 128 137

Indemnification by Pfizer. (a) Pfizer, on behalf of itself and the Asset Selling Corporations, Pfizer agrees to defend, indemnify and hold 144 harmless Purchaser and its Affiliates, and and, if applicable, their respective directors, officers, agents, employees, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages, including reasonable attorneys' fees damages (collectively, a "Loss" or, the "Losses") claimed or arising from: directly from (i) any Retained Liability, (ii) any Excluded Environmental Liabilities, subject to the provisions of this Article, (iii) any breach by Pfizer or any of the other Asset Selling Seller Corporations of any of their respective its covenants or agreements contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreementagreement, (iv) any breach of any representation and warranty or of the Seller Corporations contained in this Agreement, it being understood that for purposes of this Article VIII, all materiality exceptions and qualifications set forth in any representation and warranty of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitationshall be disregarded, the Rixensart Agreement materiality standard for Pfizer's obligations to indemnify Purchaser and its Affiliates, and, if applicable, their respective directors, officers, agents, employees, successors and assigns in respect of a breach of a representation and warranty contained herein being set forth in Section 8.6 hereof, or (v) Pfizer's failure to comply any non-compliance with the covenants set forth in Section 7.14 and Schedule 7.14bulk transfer or similar Laws. (b) Purchaser acknowledges and agrees that Pfizer 145 shall not have any liability under any provision of this Agreement for any Environmental Liability Loss to the extent that such Environmental Liability arises out of any negligent actions Loss relates solely to action taken by Purchaser or its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Notwithstanding anything to the contrary Nothing in this Article VIII, Pfizer Section 8.1 shall not be required construed to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, impose liabilities with respect to subparagraphs Taxes. (iiid) or (vi) only of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregate, and then further subject to the limitations set forth in Sections 8.5 and 8.6 to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability under Section 8.1(a)(iv) by reason of a breach of any representation or warranty contained in Section 5.10 hereof shall be subject to the same provisions of this Article VIII as are applicable to Pfizer's obligation to indemnify indemnify, defend or hold harmless the Purchaser or any of its Affiliates for from any such Environmental Liability under Section 8.1(a)(ii) that also would constitute an Excluded Environmental Liability (e.g., any such breach that is of a nature that falls under subparagraphs (iii), (iv) and (vi) Loss shall terminate effective with the expiration of the definition applicable statute of Excluded Environmental Liabilities would be subject to the provisions limitations in respect of the preceding sentence)such Loss or as set forth in Section 8.5, whichever is earlier.

Indemnification by Pfizer. (a) PfizerSubject to the provisions of this Article IX, on behalf of itself and the Asset Selling Corporations, Pfizer agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and and, if applicable, their respective directors, officers, agents, employees, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, actions, causes of action, judgments, awards, liabilitiesLiabilities, losses, costs or damages, including reasonable attorneys' fees damages (collectively, a "“Loss" ” or, the "“Losses"”) claimed or arising from: directly from (i) any Retained Liability, (ii) any Excluded Environmental Liabilitiesbreach by Pfizer of any of its covenants or agreements in this Agreement, (iii) any breach by Pfizer or any of the other Asset Selling Corporations of any representation or warranty of their respective covenants or agreements Pfizer contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement, (iv) any breach of any warranty non-compliance with bulk transfer or representation of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitation, similar Laws to the Rixensart Agreement extent the underlying obligation to the creditor is not an Assumed Liability or (v) Pfizer's failure those Liabilities and Losses arising under subparagraphs (i) to comply with (v) of the covenants set forth in Section 7.14 and Schedule 7.14definition of Excluded Environmental Liabilities. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Environmental Liability Loss to the extent that such Environmental Liability arises out of any negligent actions Loss relates to action taken by Purchaser or any of its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all commercially reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Loss. (c) Notwithstanding anything to the contrary Nothing in this Article VIII, Pfizer IX shall not be required construed to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental impose Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, with respect to subparagraphs (iii) or (vi) only of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregateTaxes, and then further subject to the limitations set forth in Sections 8.5 and 8.6 to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability under Section 8.1(a)(iv) by reason of a breach of any representation or warranty contained in Section 5.10 hereof shall be subject to the same provisions no provision of this Article VIII IX shall be interpreted as are applicable to Pfizer's obligation to indemnify Purchaser or its Affiliates for any such Environmental Liability altering the rights and responsibilities of the parties under Section 8.1(a)(ii) that also would constitute an Excluded Environmental Liability (e.g., any such breach that is of a nature that falls under subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities would be subject to the provisions of the preceding sentence)8.04.

Indemnification by Pfizer. (a) Pfizer, on behalf of itself and the Asset Selling Corporations, Pfizer agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and their respective and, if applicable, its directors, officers, agents, employees, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages, including reasonable attorneys' fees damages (collectively, a "Loss" or, the "Losses") claimed or arising from: directly from (i) any Retained Liability, ; (ii) any Excluded Environmental Liabilities, (iii) any breach by Pfizer or any of the other Asset Selling Seller Corporations of any of their respective its covenants or agreements contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement, agreement; (iviii) any breach of any warranty or representation of Pfizer the Seller Corporations contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement Agreement; or (viv) Pfizer's failure to comply any non-compliance with the covenants set forth in Section 7.14 and Schedule 7.14bulk transfer or similar laws. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Environmental Liability Loss to the extent that such Environmental Liability arises out of any negligent actions Loss relates to action taken by Purchaser or any of its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise theretoto the extent required by Law. (c) Notwithstanding anything to the contrary in provisions of this Article VIII, : (i) Pfizer shall not be required liable to indemnify the Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii8.1(a)(i) that falls under subparagraphs with respect to clause (iii), (ivii) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, with respect to subparagraphs (iii) or (vi) only Losses exceed an aggregate of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii)2,000,000, (ivcalculated separately from the $2,000,000 in Section 8.1(c)(ii) and (vihereof) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregate, and then further subject to the limitations set forth in Sections 8.5 Section 8.5; and 8.6 (ii) Pfizer shall not be liable to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability Loss under Section 8.1(a)(iv8.1(a)(i) by reason with respect to clause (vi) of a breach Excluded Environmental Liabilities except to the extent such Losses exceed an aggregate of any representation or warranty contained $2,000,000 (calculated separately from the $2,000,000 in Section 5.10 hereof shall be 8.1(c)(i) hereof) and then further subject to the same provisions limitations set forth in Section 8.5. (d) Nothing in this Section 8.1 shall be construed to impose liabilities with respect to Taxes, it being understood that the sole remedy of this Article VIII as are applicable the parties with respect to Tax matters shall be pursuant to Section 7.4. (e) Pfizer's obligation to indemnify indemnify, defend or hold harmless the Purchaser or any of its Affiliates for from any Loss shall terminate effective with the expiration of the applicable statute of limitations in respect of such Environmental Liability under Loss or as set forth in Section 8.1(a)(ii) that also would constitute an Excluded Environmental Liability (e.g.8.5, any such breach that is if earlier, unless written notice of a nature that falls under subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities would be subject claim has been provided to the provisions of the preceding sentence)Pfizer prior to such time in accordance with Section 8.3.

Indemnification by Pfizer. (a) PfizerPfizer hereby agrees that it shall indemnify, on behalf of itself and the Asset Selling Corporations, agrees to defend, indemnify defend and hold harmless Purchaser and Purchaser, its AffiliatesAffiliates (including, and without limitation, the Conveyed Subsidiaries subsequent to the Closing Date) and, if applicable, their respective directors, officers, agentsshareholders, employeespartners, attorneys, accountants, agents and employees and their heirs, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims" and, actions, causes of action, judgments, awards, liabilities, losses, costs or damages, including reasonable attorneys' fees (collectively, a "Loss" orcollectively with the Seller Indemnified Parties, the "LossesIndemnified Parties") claimed from, against and in respect of any actual out-of-pocket Losses imposed on, sustained, incurred or suffered by or asserted against any of the Purchaser Indemnified Parties relating to or arising from: out of (i) any Retained Liability, (ii) any Excluded Environmental Liabilities, (iii) any breach by Pfizer or any of the other Asset Selling Corporations of any of their respective covenants or agreements contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement, (iv) any breach of any warranty or representation of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement or (v) Pfizer's failure to comply with the covenants set forth in Section 7.14 and Schedule 7.14. (b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Environmental Liability to the extent that such Environmental Liability arises out of any negligent actions taken by Purchaser or its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Notwithstanding anything to the contrary in this Article VIII, Pfizer shall not be required to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, with respect to subparagraphs (iii) or (vi) only of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregate, and then further subject to the limitations set forth in Sections 8.5 and 8.6 to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability under Section 8.1(a)(iv) by reason of a breach of any representation or warranty made by Pfizer contained in Section 5.10 hereof shall be subject to this Agreement; (ii) the same breach of any covenant or agreement of Pfizer made in this Agreement; and (iii) the Excluded Liabilities, and (iv) the Excluded Environmental Liabilities. (b) Notwithstanding the provisions of this Article VIII as are applicable VII, Pfizer shall not be liable to Pfizer's obligation to indemnify the Purchaser or its Affiliates Indemnified Parties for any such Environmental Liability under Losses with respect to the matters contained in Section 8.1(a)(ii7.3(a)(i) that also would constitute an Excluded Environmental Liability (e.g.except to the extent the Losses therefrom exceed $5 million, any such breach that is inclusive of a nature that falls under subparagraphs (iii), (iv) and (vi) of the $1 million set forth in the definition of "Excluded Environmental Liabilities would Liabilities", in which event Pfizer shall be subject liable to the provisions Purchaser Indemnified Parties for all such Losses in excess of the preceding sentence)such amount up to an aggregate amount equal to $150 million.

Indemnification by Pfizer. (a) PfizerFrom and after the Closing, on behalf subject to the provisions of itself this Article VIII, Sellers, jointly and the Asset Selling Corporationsseverally, agrees agree to defend, indemnify and hold harmless Purchaser and its AffiliatesAffiliates and, and their respective its directors, officers, agents, employees, successors and permitted assigns (collectively, the "“Purchaser Indemnified Parties") ”), from and against against, and will reimburse the Purchaser Indemnified Parties for, any and all claims, actions, causes of actionActions, judgments, awards, liabilitiesLiabilities, losses, costs (including costs of investigation and defense and reasonable attorney’s fees), diminution of value of the Purchased Assets (solely with respect to indemnification claims with respect to Section 8.1(a)(iii)), or damagesdamages (each, including reasonable attorneys' fees (a “Loss” and collectively, the “Losses”) brought against, suffered or sustained or incurred by the Purchaser Indemnified Parties, whether or not involving a "Loss" orThird Party Claim, the "Losses") claimed which arise from or arising fromare directly attributable to: (i) any of the Retained LiabilityLiabilities, (ii) any Excluded Environmental Liabilities, (iii) any breach by Pfizer or any of the other Asset Selling Corporations Seller of any of their respective its covenants or agreements contained in this Agreement Agreement; (iii) any breach of any representation or warranty of any Seller contained in any Sellers' Document, including, without limitation, the Rixensart this Agreement, ; (iv) any breach before Closing by a Seller of any warranty covenant or representation of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitation, obligation under the Rixensart Agreement or E&O Agreement; and (v) Pfizer's failure any breach by a Seller of any covenant or obligation under the Access and Cooperation Agreement. Notwithstanding the foregoing, the parties hereto acknowledge that any claims for Loss with respect to comply with any Excluded Environmental Liability shall only be recovered by the covenants set forth in Section 7.14 and Schedule 7.14Purchaser Indemnified Party to the extent it is derived or directly attributable to a Third Party Claim. (b) Purchaser acknowledges and agrees that Pfizer Sellers shall not have any liability under any provision of this Agreement for any Environmental Liability Loss to the extent that such Environmental Liability arises out of Loss relates to any negligent actions action taken by Purchaser or its Affiliates any other Person (other than action taken by Sellers in breach of this Agreement) after the Closing Date; provided, except to the extent Purchaser's action is however, that Purchaser shall not be restrained from reporting a Release of Hazardous Materials as required by Environmental Law or the requirements Environmental Permits, nor shall such actions relieve Sellers of a Governmental Authorityany of their indemnification obligations under Article VIII. Purchaser shall take take, and shall cause its Affiliates to take take, all reasonable steps actions to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach which gives rise to the Loss. (c) Notwithstanding anything to the contrary Nothing in this Article VIII, Pfizer Section 8.1 shall not be required construed to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, impose liabilities on a Seller with respect to subparagraphs (iii) or (vi) only Taxes which are the responsibility of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., Purchaser under this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liability, $100,000 for all such Losses, in the aggregate, and then further subject to the limitations set forth in Sections 8.5 and 8.6 to the extent applicable. Further, the obligation of Pfizer to indemnify Purchaser or its Affiliates for any Environmental Liability under Section 8.1(a)(iv) by reason of a breach of any representation or warranty contained in Section 5.10 hereof shall be subject to the same provisions of this Article VIII as are applicable to Pfizer's obligation to indemnify Purchaser or its Affiliates for any such Environmental Liability under Section 8.1(a)(ii) that also would constitute an Excluded Environmental Liability (e.g., any such breach that is of a nature that falls under subparagraphs (iii), (iv) and (vi) of the definition of Excluded Environmental Liabilities would be subject to the provisions of the preceding sentence)Agreement.