Common use of Indemnification of the Sellers Clause in Contracts

Indemnification of the Sellers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwriting.”

Indemnification of the Sellers. Each Underwriter agrees, severally and not jointly, to The Buyer will indemnify and hold harmless the CompanySellers and their respective Affiliates, its directors, its officers who signed employees and agents (collectively, the Registration Statement “Seller Parties”) harmless from any and each person, if any, who controls the Company within the meaning all Losses that any Seller Party may suffer or incur as a result of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph relating to: (a) abovethe breach of any representation or warranty made by the Buyer in this Agreement or pursuant hereto or any allegation by a third party that, but only if true, would constitute such a breach (and, for the purposes of determining under this Section 6.2(a) whether there is a breach of any representation or warranty and the amount of any Losses therefrom, the Buyer will be deemed to make all of its representations and warranties herein on behalf of its affiliated legal predecessors, and “Losses” shall include any Losses suffered or incurred as a result of any act or omission by any such legal predecessors); (b) the breach of any covenant or agreement made by the Buyer in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; (c) the conduct of the Companies’ business or activities from and after the Closing, including without limitation any Losses the Sellers or their Affiliates may incur relating to any period after the Closing Date under any agreement disclosed in the Schedules to this Agreement that was entered into by any Seller or its Affiliate and assigned to either or both of the Companies or guaranteed by any Seller or any of their respective Affiliates; (d) any claim for brokerage and finders’ fees or agents’ commissions arising from or through the Buyer or any of its Affiliates in connection with the negotiation or consummation of the transactions contemplated by this Agreement; or (e) any and all Taxes relating to the Buyer’s ownership or operation of the Business, each Company, MDIC, KMSC and Midwest Mix after the Effective Date. provided that, the Seller Parties will not be entitled to indemnification under Section 6.2(a) for any individual matter as to which the Losses are less than $50,000, nor shall the Seller Parties be entitled to indemnification under Section 6.2(a) unless the aggregate amount of all Losses for which the Seller Parties are entitled to indemnification pursuant to such section exceeds $2,500,000 in which case the Seller Parties will be entitled to indemnification for the amount of such Losses in excess of $2,500,000, and the maximum aggregate liability for which the Seller Parties will be entitled to indemnification under Section 6.2(a) is $16,000,000; and, provided further, that there shall be no limitation with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating the Buyer’s obligation to such Underwriter furnished to pay the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “UnderwritingPurchase Price.”

Indemnification of the Sellers. Each Underwriter agrees9.3.1. From and after the Closing (but subject to the provisions of this Article 9), severally Crane will indemnify each Seller, its direct or indirect owners, its and not jointlytheir respective Affiliates, to indemnify and its and their officers, directors, employees and agents (collectively, the “Seller Indemnitees”) against and hold them harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act from any Losses suffered or Section 20 of the Exchange Act and each of the Selling Stockholders incurred by any such Seller Indemnitee to the same extent as the indemnity set forth in paragraph such Loss directly relates to (a) aboveany breach of any representation or warranty of any Buyer contained in this Agreement or the Buyers Closing Certificate (in each case, but only assuming that all qualifications contained herein or therein as to materiality, including each qualifying reference to the defined term “Material Adverse Effect,” the words “material” and “materiality” and all similar phrases and words, were deleted therefrom) and (b) any breach of any covenant or agreement of any Buyer contained in this Agreement requiring performance by any Buyer Party or any breach of any covenant or agreement of any Acquired Company contained in this Agreement requiring performance by any Acquired Company after the Closing . All payments under this Section 9.3 will be treated by the parties hereto as an adjustment to the proceeds received by the Sellers pursuant to Article 2. 9.3.2. No Seller shall have any right of indemnification or contribution against any Acquired Company with respect to any lossesbreach by the Sellers or the Acquired Companies of any of their representations, claimswarranties, damages covenants or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made agreements contained in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statementthis Agreement, the Prospectus (Disclosure Schedules or in any amendment certificate, instrument or supplement thereto), any Issuer Free Writing Prospectus other document delivered by or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: any Seller or the concession Acquired Companies pursuant to this Agreement, whether by virtue of any contractual or statutory right of indemnity or otherwise, and reallowance figures appearing in all claims to the third paragraph under the caption “Underwriting” contrary are hereby waived and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwritingreleased.”

Indemnification of the Sellers. Each Underwriter agreesFrom and after the Closing Date, severally and not jointly------------------------------ the Buyer will indemnify, to indemnify defend, and hold harmless the CompanySellers and their respective representatives, its directorsagents, its officers who signed the Registration Statement and each personaffiliates from, if anyagainst, who controls the Company within the meaning and in respect of Section 15 of the Securities Act all claims, liabilities, actions, suits, proceedings, assessments, judgments, losses, damages, costs, and expenses (including interest, penalties, and reasonable accountants', experts', and attorneys' fees and disbursements) (collectively, "Damages") arising out of, relating to, or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph resulting from (a) aboveany material inaccuracy or material breach of any of the written representations or warranties of the Buyer made in or pursuant to this Agreement or the Transaction Documents; (b) the material breach of any covenant, but only with respect to any losses, claims, damages or liabilities that arise out ofobligation, or are based uponagreement of the Buyer to be performed, fulfilled, or complied with pursuant to this Agreement or the Transaction Documents; (c) any untrue statement material misrepresentation or the omission of any material fact (including without limitation those facts required to make the facts otherwise set forth not be misleading) in this Agreement or alleged untrue statement the Transaction Documents (including all exhibits and schedules hereto and thereto); or omission made (d) the operation of the business of the Company, the Subsidiary and the Buyer after the Closing, or the acts or omissions of any of the Buyer's officers, directors, members, agents, or representatives after the Closing in reliance upon connection with the operation of the Company's, the Subsidiary's and the Buyer's business; provided, that no indemnification will be owed hereunder in conformity with any information relating to such Underwriter furnished to case where it is determined that Damages result solely from the gross negligence, willful misconduct, or bad faith of the Sellers or the Company or the Subsidiary (pre-Closing); provided, further, that the Buyer will not be liable for indemnification hereunder in writing by such Underwriter through the Representatives expressly for use in the Registration Statementrespect of any breach of any warranty, the Prospectus (representation, covenant, obligation, or agreement, or any amendment material misrepresentation or supplement thereto)omission, any Issuer Free Writing Prospectus that is not made or any Time of Sale Information, it being understood and agreed upon that is not to be performed by the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “UnderwritingBuyer.”

Indemnification of the Sellers. Each Underwriter agrees, severally and not jointly, to The Buyer will indemnify and hold harmless the CompanySellers, its their respective Affiliates and their respective managers, directors, its officers who signed officers, employees and agents (collectively, the Registration Statement "Seller Parties") harmless from any and each person, if any, who controls the Company within the meaning all Losses that any Seller Party may suffer or incur as a result of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph relating to: (a) abovethe breach of any representation or warranty made by the Buyer in this Agreement or any Buyer Document; (b) the breach of any covenant or agreement made by the Buyer in this Agreement or any Buyer Document; (c) any claim for brokers' or finders' fees or agents' commissions arising from or through the Buyer or any of its Affiliates in connection with the negotiation or consummation of the transactions contemplated by this Agreement; or (d) one half of all Transfer Taxes; provided, but only with respect however, that (1) the Seller Parties will not be entitled to any losses, claims, damages or liabilities that arise out of, or indemnification pursuant to Section 7.3(a) unless the aggregate amount of all Losses for which the Seller Parties are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating entitled to indemnification pursuant to such Underwriter furnished Section exceeds $2,800,000 (the "Seller Deductible"), in which case the Seller Parties will be entitled to indemnification for all such Losses, and (2) the maximum amount for which Buyer will be liable to the Company Seller Parties under Section 7.3(a) shall be $28,800,000 (the "Seller Cap"); provided, further, that the Seller Deductible and the Seller Cap shall not apply to claims for Losses in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus respect of breaches (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time third party allegations of Sale Information, it being understood and agreed upon that breach) by the only such information furnished by any Underwriter consists Buyer of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “UnderwritingFundamental Representations.”

Indemnification of the Sellers. Each Underwriter agreesSubject to the provisions of this Section 13 and subject to the terms of any subsequent agreement entered into between the Guarantor and/or its Affiliates and the Purchaser, severally and not jointlythe Purchaser agrees to defend, to indemnify and hold harmless the CompanySellers and their Affiliates and their respective officers, its directors, its officers who signed agents, employees and representatives and the Registration Statement respective successors and each person, if any, who controls the Company within the meaning assigns of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders foregoing (the “Seller Indemnitees”), regardless of any investigation made at any time by or on behalf of any Seller Indemnitee or any information any Seller Indemnitee may have, against and in respect of any Losses incurred by the Seller Indemnitees arising out of or resulting from: (a) a breach of any of the representations or warranties made by the Purchaser in Section 5 of this Agreement; (b) a breach of any of the covenants or agreements made or to be performed by the Purchaser or its successors pursuant to this Agreement; (c) to the same extent not subject to the Sellers’ duty to indemnify the Purchaser pursuant to Section 13.2, any Action brought or claim made by a Third Party resulting from the use of Seller Marks by the Purchaser, the Companies or the Operating Company after the Closing; (d) to the extent not subject to Seller’s duty to indemnify Purchaser pursuant to Section 13.2, any liability or obligation including under or relating to Environmental Laws or Hazardous Substances (other than Excluded Liabilities) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, or any claim, demand or condition asserted with respect to the operation of the Bulk Gas Business, the Companies or the Operating Company by the Purchaser, the Companies or the Operating Company arising out of events occurring after the Closing Date or the Purchaser’s or any of its Affiliates’ ownership, control or operation of the Companies, the Operating Company and the Bulk Assets after the Closing; (e) to the extent not subject to the Sellers’ duty to indemnify the Purchaser pursuant to Section 13.2, Losses arising on or after the Closing Date under the Bulk Contracts and the Real Property Leases (other than liabilities, obligations and expenses arising out of or relating to any breach or default by the Sellers, the Companies or the Operating Company prior to the Closing of any of their respective obligations under the Contracts or Real Property Leases); or (f) to the extent not subject to the Sellers’ duty to indemnify the Purchaser pursuant to Section 13.2, Losses (including any Environmental Liabilities and any Actions) related to or arising out of the Purchaser’s, the Companies’, the Operating Company’s, or any of their Affiliates’ (or any of their successors’) conduct of the Bulk Gas Business after the Closing Date or the Purchaser’s or any of its Affiliates’ ownership, control or operation of the Companies, the Operating Company and the Bulk Assets after the Closing. The obligations of the Purchaser hereunder shall bind the successors and assigns of the Purchaser. For all purposes of this Section 13.5, a breach of the Purchaser’s representations and warranties shall be determined without regard to any limitation or qualification as the indemnity to “materiality”, “material”, “materially” or “material adverse effect” set forth in paragraph (a) abovesuch representation or warranty. For the avoidance of doubt, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use term “Material” in the Registration Statementdefinition names of “Business Material Adverse Effect”, the Prospectus (or any amendment or supplement thereto)“Material Contracts”, any Issuer Free Writing Prospectus or any Time of Sale Information“Material Customers”, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “UnderwritingMaterial Permits” and the information contained in the thirteenth“Material Restrictions” shall not be disregarded (i.e., fourteenth and fifteenth paragraphs under the caption “UnderwritingMaterial Contracts” shall not be deemed “Contracts”).”

Indemnification of the Sellers. Each Underwriter agreesIn addition to its indemnification obligations pursuant to Sections 2.2(b) and (c), severally the Purchaser covenants and not jointlyagrees with the Sellers that, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning regardless of Section 15 any investigation made at any time by or on behalf of the Securities Act Sellers or Section 20 of any information the Exchange Act Sellers may have, the Purchaser shall indemnify the Sellers and each of their respective successors and assigns, and any of their respective agents, members, employees, representatives, officers, directors and managers (the Selling Stockholders to the same extent as the indemnity set forth “Seller Indemnified Parties”) and hold them harmless from, against and in paragraph respect of any and all costs, losses, Claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of: (a) aboveAny breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement; (b) Any breach of a representation or warranty made by the Purchaser herein or in any schedule, but only certificate, exhibit or other document or instrument delivered to the Seller by or on behalf of the Purchaser pursuant hereto; (c) Any claim made against any Seller Indemnified Party in connection with or relating to any liability or obligation of the Purchaser (whether accrued absolute, contingent or otherwise) or Xxxxxx with respect to Xxxxxx or the Xxxxxx Business; (d) Related to or arising out of any lossescivil actions or proceedings, claimsadministrative investigations, damages actions or liabilities that arise out ofproceedings whether initiated by a Governmental Entity or otherwise, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists otherwise arising out of the following information in transactions or occurrences or the Prospectus furnished on behalf factual predicate that formed the basis for the federal district court civil action captioned Securities and Exchange Commission v. Xxxx X. Xxxxxxxx, et al., Civil Action No. 3:17-cv-001155-KAD; or (e) Any and all Claims (including reasonable legal fees and disbursements of each Underwriter: counsel and court costs) incident to any of the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwritingforegoing.”

Indemnification of the Sellers. Each Underwriter agrees, severally and not jointly, to The Buyer will indemnify and hold harmless the CompanySellers, its their respective Affiliates and their respective managers, directors, officers, employees and agents (collectively, the “Seller Parties”) harmless from any and all Losses that any Seller Party actually incurs as a result of or relating to: (a) the breach of any representation or warranty made by the Buyer in this Agreement or any Buyer Document; (b) the breach of any covenant or agreement made by the Buyer in this Agreement or any Buyer Document; or (c) any claim for brokers’ or finders’ fees or agents’ commissions arising from or through the Buyer or any of its officers who signed Affiliates in connection with the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 negotiation or consummation of the Securities Act or Section 20 transactions contemplated by this Agreement; provided, however, that (A) except with respect to (1) the breach of the Exchange Act representations and each of the Selling Stockholders to the same extent as the indemnity warranties set forth in Section 3.1 (Organization) or Sections 3.2 (Authority) and (2) any fraud by the Buyer or (or any of Affiliate of the Buyer) in connection with this Agreement, the documents executed in connection herewith or the transactions contemplated hereby, for which no such limitation will apply, the Seller Parties will not be entitled to indemnification under Section 6.2(a) unless the aggregate amount of all Losses for which indemnification the Seller Parties are entitled to indemnification pursuant to such paragraph exceeds $600,000 in which case the Seller Parties will be entitled to indemnification for the amount of such Losses in excess of such amount up to a maximum amount equal to $7,000,000, and (aB) above, but only the Seller Parties will not be entitled to assert any claims for indemnification under Section 6.2(a) with respect to any losses, claims, damages individual item or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity matter unless the amount of Losses with any information relating respect to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (item or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwritingmatter exceeds $25,000.”

Indemnification of the Sellers. Each Underwriter agreesThe Buyer agrees to reimburse, severally and not jointly, to indemnify and hold harmless the CompanySellers and its officers, its directors, its officers who signed employees, shareholders, managers, members, agents and representatives and their respective successors and assigns (hereinafter referred to as a “Seller Indemnified Party”), from and against, any and all Losses, based upon, attributable to, resulting from or arising under: 11.3.1 Any misrepresentation, breach or other inaccuracy of any representation or warranty made by the Registration Statement and Buyer in this Agreement or any Closing Document determined, in each personcase, without giving effect to any “materiality” or “knowledge” qualifiers, or qualifiers of similar import, included therein, or any of the facts, events, conditions or circumstances resulting in (or, in the case of any allegations thereof by a third party, that would, if anyadversely determined, who controls result in) any such misrepresentation, breach or other inaccuracy; 11.3.2 Any failure by the Company within Buyer to discharge and perform any Assumed Liability in accordance with its terms or any other non-fulfillment of any post-Closing agreement or post-Closing covenant on the meaning of Section 15 part of the Securities Buyer under this Agreement; 11.3.3 Any Losses under or pursuant to the WARN Act (or Section 20 analogous state Law) resulting from any action taken by the Buyer after consummation of the Exchange Act Transaction or Liabilities pursuant to Section 9.7(b); 11.3.4 Any Losses incurred by Sellers pursuant to Section 8.5; and 11.3.5 Any and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) aboveall actions, but only with respect to any lossessuits, claims, damages proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) arising out of the foregoing or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time successful enforcement of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwritingthis Section.”

Indemnification of the Sellers. Each Underwriter agrees(a) Subject to the limitations set forth herein, severally from and not jointly, to after the Closing the Buyer shall indemnify and hold harmless the CompanySellers (and their respective stockholders, its members, managers, directors, its officers who signed officers, employees, agents, Affiliates, partners, successors, and assigns) (collectively, the Registration Statement “Seller Indemnitees”) from and each personagainst any and all Losses arising out of, in connection with, or otherwise incurred by virtue of or with respect to (i) the failure of any or all of the Buyer’s representations and warranties in Article V of this Agreement to be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if anymade on the Closing Date, who controls or (ii) the breach or nonperformance of any covenant or agreement to be performed by the Buyer hereunder or to be performed by the Company within or any Holding Company hereunder after the meaning Closing. (b) Notwithstanding the provisions of Section 15 10.3(a), the Buyer shall have no liability for Losses under Section 10.3(a) unless and until such Losses are in the aggregate in excess of the Securities Act Indemnification Basket (in which event the Buyer shall have liability under and in accordance with this Section 10.3 only to the extent such Losses exceed $1,000,000 in the aggregate); provided that the foregoing Indemnification Basket shall not apply to (i) any Losses that are the subject of an Excluded Claim, and (ii) actual common law fraud or Section 20 any willful and knowing breach by the Buyer of any of the Exchange Act representations and each of the Selling Stockholders to the same extent as the indemnity warranties set forth in paragraph Article V. (ac) aboveThe maximum aggregate, but only with respect cumulative liability of the Buyer under Section 10.3(a) shall be limited to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished an amount equal to the Company Escrow Amount; provided that the aggregate, cumulative liability of the Buyer in writing by such Underwriter through the Representatives expressly satisfaction of (A) claims for use indemnification based on a breach of its representations and warranties constituting Excluded Claims shall not in the Registration Statementaggregate on a cumulative basis exceed $395,000,000 (inclusive, for the Prospectus (or any amendment or supplement theretoavoidance of doubt, of amounts paid in satisfaction of other claims), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists (B) claims for indemnification based on a breach of the following information covenants and agreements set forth in Article I shall not in the Prospectus furnished aggregate on behalf a cumulative basis exceed $395,000,000 (inclusive, for the avoidance of each Underwriter: doubt, of amounts paid in satisfaction of other claims), (C) claims for indemnification based on a breach of the concession covenants and reallowance figures appearing agreements constituting Excluded Claims (other than the covenants and agreements set forth in Article I and other than the covenants and agreements set forth in Section 10.2(a)(iv)), and (D) claims for indemnification based on a breach of the representations and warranties set forth in Section 5.9 shall not in the third paragraph under aggregate on a cumulative basis exceed an amount equal to 20% of the caption “Underwriting” excess of the Purchase Price (as determined pursuant to Article I without reduction for indemnification claims), over the sum of the Closing Payments and Assumed Obligations (inclusive, for the information contained avoidance of doubt, of amounts paid in the thirteenth, fourteenth and fifteenth paragraphs under the caption “Underwritingsatisfaction of other claims).”