Common use of Indemnification Provisions for the Benefit of Seller Clause in Contracts

Indemnification Provisions for the Benefit of Seller. (a) Subject to the other provisions of this Article V, Buyer and the Company agree, jointly and severally, to indemnify, defend, save and hold the Seller Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to: (i) the breach of any covenants or agreements of Buyer contained in this Environmental Agreement; (ii) the Company Environmental Liabilities to the extent not indemnified by Seller pursuant to Section 5.02; and (iii) any Claims or Losses under Environmental Laws arising out of or related to the ownership of the TH Interest, the Company, the Acquired Subsidiary, or the Assets after the Closing Date, or the operation of the Business after the Closing Date. (b) No Claim may be asserted nor may any Proceeding be commenced against Buyer or the Company pursuant to this Section 5.03 unless written notice of such Claim or Proceeding is received by Buyer or the Company describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim or Proceeding. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this Section 5.03(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a). (c) No Claim may be made against Buyer or the Company for indemnification pursuant to clause (i) of Section 5.03(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) unless the such individual action, occurrence or event exceeds the respective De Minimis Amounts (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitees’ Losses) and (ii) unless the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause (i) of Section 5.03(a) shall exceed the Indemnification Deductible (after which Buyer and the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible). The maximum amount that Buyer and the Company shall be required to pay pursuant to clauses (i) of Section 5.03(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 million, after which point Buyer and the Company will have no Obligation to indemnify Seller Indemnitees from and against further such Claims or Losses. For the avoidance of doubt, any Claims or Losses to be paid by Buyer or the Company pursuant to Section 5.03(a)(ii) is not subject to the limitations of this Section 5.03(c).

Indemnification Provisions for the Benefit of Seller. (a) Subject to the other provisions of this Article VX, Buyer and the Company agree, jointly and severally, agrees to indemnify, defend, save and hold the Seller Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to: (i) the breach of any representation or warranty of Buyer contained in this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period); (ii) the breach of any covenants or agreements of Buyer contained in this Environmental AgreementAgreement (other than with respect to employees and employee benefits, Taxes and Multi-Site Contracts, which are covered by clauses (v) through (vi) below, respectively); (ii) the Company Environmental Liabilities to the extent not indemnified by Seller pursuant to Section 5.02; and (iii) any Claims or Losses under Environmental Laws arising out of or related to the Company Assumed Liabilities; (iv) the ownership of the TH InterestPurchased Shares, the Company, the Acquired Subsidiary, Company or the Assets after the Closing DateClosing, or the operation of the Business after the Closing Date. (bin each case excluding the Excluded Assets, Taxes and the Retained Liabilities and to the extent such Losses are not indemnifiable by Seller pursuant to Section 10.2); (v) No Claim may be asserted nor may (A) the breach of any Proceeding be commenced against covenants or agreements of Buyer (or any Affiliate of Buyer, which includes the Company pursuant to this Section 5.03 unless written notice of such Claim or Proceeding is received by Buyer or the Company describing in reasonable detail the facts and circumstances with respect to the subject matter any post-Closing Date covenants) in Section 7.2, or (B) any Obligations of such Claim Buyer (or Proceeding. If a Seller Indemnitee has recovered any Losses pursuant to one subsection Affiliate of this Section 5.03(a)Buyer, such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a). (c) No Claim may be made against Buyer or which includes the Company for indemnification pursuant to clause (i) of Section 5.03(a): (ipost-Closing) with respect to any individual action, occurrence or event subject to Taxes which are the indemnifications thereunder responsibility of Buyer (or group any Affiliate of related actionsBuyer, occurrences or events) unless the such individual action, occurrence or event exceeds the respective De Minimis Amounts (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitees’ Losses) and (ii) unless the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause (i) of Section 5.03(a) shall exceed the Indemnification Deductible (after which Buyer and includes the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses post-Closing) as provided in excess of the Indemnification Deductible). The maximum amount that Buyer and the Company shall be required to pay pursuant to clauses (i) of Section 5.03(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 million, after which point Buyer and the Company will have no Obligation to indemnify Seller Indemnitees from and against further such Claims or Losses. For the avoidance of doubt, any Claims or Losses to be paid by Buyer or the Company pursuant to Section 5.03(a)(ii) is not subject to the limitations of this Section 5.03(c).7.2; or

Indemnification Provisions for the Benefit of Seller. (ai) Subject In the event: (x) of any inaccuracy, violation or breach of any of Purchaser’s representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, Material Adverse Effect or concepts of similar import, or any qualification or limitation as to monetary value) contained herein (other provisions than an inaccuracy, violation or breach of this Article V, Buyer a representation or warranty constituting a Purchaser Fundamental Representation); (y) the applicable survival period pursuant to Section 12.15(a) has not expired and the Company agree, jointly and severally, to indemnify, defend, save and hold (z) the Seller Indemnitees harmless from and make a written claim for indemnification against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to: (i) the breach of any covenants or agreements of Buyer contained in this Environmental Agreement; (ii) the Company Environmental Liabilities to the extent not indemnified by Seller Purchaser pursuant to Section 5.02; and (iii) any Claims or Losses under Environmental Laws arising out of or related to the ownership of the TH Interest12.2 within such survival period, the Company, the Acquired Subsidiary, or the Assets then from and after the Closing DatePurchaser agrees to release, or indemnify and hold harmless the operation of the Business after the Closing Date. (b) No Claim may be asserted nor may any Proceeding be commenced against Buyer or the Company pursuant to this Section 5.03 unless written notice of such Claim or Proceeding is received by Buyer or the Company describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim or Proceeding. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this Section 5.03(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a). (c) No Claim may be made against Buyer or the Company for indemnification pursuant to clause (i) of Section 5.03(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) unless the such individual action, occurrence or event exceeds the respective De Minimis Amounts (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitees’ Losses) and (ii) unless the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause (i) of Section 5.03(a) shall exceed the Indemnification Deductible (after which Buyer and the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses any Adverse Consequences suffered by the Seller Indemnitees to the extent relating to or arising from such inaccuracy, violation or breach; provided that Purchaser shall not have any obligation to indemnify the Seller Indemnitees from any such inaccuracies, violations or breaches until the Seller Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such inaccuracies, violations or breaches in excess of the Indemnification Deductible). The maximum amount that Buyer and the Company General Deductible Amount, at which point Purchaser shall be required to pay pursuant to clauses (i) of Section 5.03(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 million, after which point Buyer and the Company will have no Obligation obligated to indemnify the Seller Indemnitees from and against further such Claims all Adverse Consequences exceeding the General Deductible Amount. (ii) In the event of: (x) (1) any breach of Purchaser’s covenants or Losses. For obligations in this Agreement or (2) any inaccuracy, violation or breach of any Purchaser Fundamental Representation (without giving effect to any supplement to the avoidance Schedules or any qualification as to materiality, Material Adverse Effect or concepts of doubtsimilar import), any Claims or Losses to be paid by Buyer or (y) the Company applicable survival period pursuant to Section 5.03(a)(ii12.15(a) is has not subject expired and (z) the Seller Indemnitees make a written claim for indemnification against Purchaser pursuant to Section 12.2 within such survival period, then from and after the Closing, Purchaser agrees to release and indemnify the Seller Indemnitees from and against the entirety of any Adverse Consequences suffered by the Seller Indemnitees to the limitations extent relating to or arising from such inaccuracy, violation or breach. (iii) Notwithstanding anything in Section 12.15(c)(i) of this Agreement to the contrary, in no event shall Purchaser ever be required to indemnify the Seller Indemnitees for Adverse Consequences under Section 5.03(c)12.15(c)(i) in an amount exceeding, in the aggregate, fifteen percent (15%) of the Purchase Price. Notwithstanding anything in Section 12.15(c)(ii) of this Agreement to the contrary, in no event shall Purchaser ever be required to indemnify the Seller Indemnitees for Adverse Consequences under Section 12.15(c)(ii) in an amount exceeding, in the aggregate, the Purchase Price.

Indemnification Provisions for the Benefit of Seller. (a) Subject If the Closing occurs and subject to the other provisions of this Article VXI, Buyer and the Company agree, jointly and severally, agrees to indemnify, defend, save and hold the Seller Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to: (i) the breach of any representation or warranty of Buyer contained in this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period); (ii) the breach of any covenants or agreements of Buyer contained in this Environmental AgreementAgreement (other than with respect to employees and employee benefits, Taxes, Multi-Site Contracts, Earnout Payments and Startup Activities, which are covered by clauses (v) through (ix) below, respectively); (ii) the Company Environmental Liabilities to the extent not indemnified by Seller pursuant to Section 5.02; and (iii) any Claims or Losses under Environmental Laws arising out of or related to the Company Assumed Liabilities; (iv) the ownership of the TH Interest, the Company, the Acquired Subsidiary, or the Assets after the Closing DateEffective Time, or the operation of the Business after the Closing DateEffective Time (in each case excluding the Excluded Assets and the Retained Liabilities and to the extent such Losses are not indemnifiable by Seller pursuant to Section 11.2); (v) any Obligations of Buyer with respect to employees and employee benefits as provided in Section 7.1 through Section 7.7; (vi) (A) the breach of any covenants or agreements of Buyer (or any Affiliate of Buyer, which includes the Companies post-Closing) with respect to Taxes contained in this Agreement, or (B) any Obligations of Buyer (or any Affiliate of Buyer, which includes the Companies post-Closing) with respect to Taxes which are the responsibility of Buyer (or any Affiliate of Buyer, which includes the Companies post-Closing) as provided in Section 7.10; (vii) any Obligations of Buyer with respect to Multi-Site Contracts as provided in Section 7.13; (viii) any Obligations of Buyer with respect to Earnout Payments as provided in Section 2.8; (ix) any Obligations of Buyer with respect to Undelivered Refinery Inventory (including Feedstock Inventory) and Committed Refinery Inventory as provided in Section 2.11 and Section 2.12. (x) any Obligations of Buyer with respect to Refinery Turnaround and Startup Activities as provided in Section 6.1. Notwithstanding anything in this Agreement to the contrary, all Claims and Losses of the Seller Indemnitees arising under or related to Environmental Laws (including Third-Party Claims arising under or related to Environmental Laws) shall be governed by the Environmental Agreement and not this Agreement. (b) No Claim may be asserted nor may any Proceeding be commenced against Buyer or the Company pursuant to this Section 5.03 11.3 unless written notice of such Claim or Proceeding is received by Buyer or the Company describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim or Proceeding, and with respect to Claims or Proceedings based on the breach of representation or warranty, on or prior to the date such representation or warranty ceases to survive as set forth in Section 11.1. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this Section 5.03(a11.3(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a11.3(a). Seller and Buyer acknowledge and agree that, with respect to any failure by Buyer to comply with its Obligations with respect to Post-Closing Employees as set forth in Section 7.1 through Section 7.7, Seller shall be entitled to specific performance of such Obligations by Buyer and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy. (c) No Claim may be made against Buyer or the Company for indemnification pursuant to clause clauses (i) or (ii) of Section 5.03(a11.3(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) ), except for Claims relating to the breach of a Fundamental Representation, unless the such individual action, occurrence or event aggregate Claims and Losses of Seller Indemnitees with respect thereto exceeds the respective De Minimis Amounts $10,000 (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitees’ " Losses) and (ii) unless the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause clauses (i) and (ii) of Section 5.03(a11.3(a) shall exceed the Indemnification Deductible (after which Buyer and the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible), provided, that the Indemnification Deductible shall not apply with respect to Losses arising under Section 11.3(a)(i) with respect to a breach of a Fundamental Representation by Buyer. The maximum amount that Buyer and the Company shall be required to pay pursuant to clauses (i) and (ii) of Section 5.03(a11.3(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 millionthe Indemnification Cap, after which point Buyer and the Company will have no Obligation to indemnify Seller Indemnitees from and against further such Claims or Losses; provided, however, that with respect to a breach of a Fundamental Representation made by Buyer, the maximum amount of Losses that Seller will be able to recover from Buyer pursuant to Section 11.3(a)(i) shall not be limited by the Indemnification Cap but shall be limited to an amount not to exceed the Base Amount. For Notwithstanding the preceding sentences to the contrary, the provisions of this Section 11.3(c) shall not apply to the indemnification Obligations of Buyer set forth in Section 2.12, Section 6.6, Section 6.8, Section 7.7, Section 7.9, Section 7.13, and Section 7.18. Additionally, for the avoidance of doubt, any Claims or Losses to be paid by Buyer or the Company pursuant to Section 5.03(a)(ii11.3(a)(iii) is through Section 11.3(a)(vii) are not subject to the limitations of this Section 5.03(c11.3(c).

Indemnification Provisions for the Benefit of Seller. (a) Subject If the Closing occurs and subject to the other provisions of this Article VXI, Buyer and the Company agree, jointly and severally, agrees to indemnify, defend, save and hold the Seller Indemnitees harmless from and against any Claims and Losses actually suffered or incurred by them to the extent arising out of or related to: (i) the breach of any representation or warranty of Buyer contained in this Agreement when made or at and as of the Closing Date (or at and as of such different date or period specified for such representation or warranty) as though such representation and warranty were made at and as of the Closing Date (or such different date or period); (ii) the breach of any covenants or agreements of Buyer contained in this Environmental AgreementAgreement (other than with respect to employees and employee benefits, Taxes, Multi-Site Contracts, Earnout Payments and Startup Activities, which are covered by clauses (v) through (ix) below, respectively); (ii) the Company Environmental Liabilities to the extent not indemnified by Seller pursuant to Section 5.02; and (iii) any Claims or Losses under Environmental Laws arising out of or related to the Company Assumed Liabilities; (iv) the ownership of the TH Interest, the Company, the Acquired Subsidiary, or the Assets after the Closing DateEffective Time, or the operation of the Business after the Closing DateEffective Time (in each case excluding the Excluded Assets and the Retained Liabilities and to the extent such Losses are not indemnifiable by Seller pursuant to Section 11.2); (v) any Obligations of Buyer with respect to employees and employee benefits as provided in Section 7.1 through Section 7.7; (vi) (A) the breach of any covenants or agreements of Buyer (or any Affiliate of Buyer, which includes the Companies post-Closing) with respect to Taxes contained in this Agreement, or (B) any Obligations of Buyer (or any Affiliate of Buyer, which includes the Companies post-Closing) with respect to Taxes which are the responsibility of Buyer (or any Affiliate of Buyer, which includes the Companies post-Closing) as provided in Section 7.10; (vii) any Obligations of Buyer with respect to Multi-Site Contracts as provided in Section 7.13; (viii) any Obligations of Buyer with respect to Earnout Payments as provided in Section 2.8; (ix) any Obligations of Buyer with respect to Undelivered Refinery Inventory (including Feedstock Inventory) and Committed Refinery Inventory as provided in Section 2.11 and Section 2.12. (x) any Obligations of Buyer with respect to Refinery Turnaround and Startup Activities as provided in Section 6.1. Notwithstanding anything in this Agreement to the contrary, all Claims and Losses of the Seller Indemnitees arising under or related to Environmental Laws (including Third-Party Claims arising under or related to Environmental Laws) shall be governed by the Environmental Agreement and not this Agreement. (b) No Claim may be asserted nor may any Proceeding be commenced against Buyer or the Company pursuant to this Section 5.03 11.3 unless written notice of such Claim or Proceeding is received by Buyer or the Company describing in reasonable detail the facts and circumstances with respect to the subject matter of such Claim or Proceeding, and with respect to Claims or Proceedings based on the breach of representation or warranty, on or prior to the date such representation or warranty ceases to survive as set forth in Section 11.1. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this Section 5.03(a11.3(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a11.3(a). Seller and Buyer acknowledge and agree that, with respect to any failure by Buyer to comply with its Obligations with respect to Post-Closing Employees as set forth in Section 7.1 through Section 7.7, Seller shall be entitled to specific performance of such Obligations by Buyer and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy. (c) No Claim may be made against Buyer or the Company for indemnification pursuant to clause clauses (i) or (ii) of Section 5.03(a11.3(a): (i) with respect to any individual action, occurrence or event subject to the indemnifications thereunder (or group of related actions, occurrences or events) ), except for Claims relating to the breach of a Fundamental Representation, unless the such individual action, occurrence or event aggregate Claims and Losses of Seller Indemnitees with respect thereto exceeds the respective De Minimis Amounts $10,000 (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating the aggregate amount of Seller Indemnitees’ Losses) and (ii) unless the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause clauses (i) and (ii) of Section 5.03(a11.3(a) shall exceed the Indemnification Deductible (after which Buyer and the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible), provided, that the Indemnification Deductible shall not apply with respect to Losses arising under Section 11.3(a)(i) with respect to a breach of a Fundamental Representation by Buyer. The maximum amount that Buyer and the Company shall be required to pay pursuant to clauses (i) and (ii) of Section 5.03(a11.3(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 millionthe Indemnification Cap, after which point Buyer and the Company will have no Obligation to indemnify Seller Indemnitees from and against further such Claims or Losses; provided, however, that with respect to a breach of a Fundamental Representation made by Buyer, the maximum amount of Losses that Seller will be able to recover from Buyer pursuant to Section 11.3(a)(i) shall not be limited by the Indemnification Cap but shall be limited to an amount not to exceed the Base Amount. For Notwithstanding the preceding sentences to the contrary, the provisions of this Section 11.3(c) shall not apply to the indemnification Obligations of Buyer set forth in Section 2.12, Section 6.6, Section 6.8, Section 7.7, Section 7.9, Section 7.13, and Section 7.18. Additionally, for the avoidance of doubt, any Claims or Losses to be paid by Buyer or the Company pursuant to Section 5.03(a)(ii11.3(a)(iii) is through Section 11.3(a)(vii) are not subject to the limitations of this Section 5.03(c11.3(c).

Indemnification Provisions for the Benefit of Seller. (a) Subject to In the other provisions event Buyer breaches any of its representations, warranties, and covenants contained in this Article VAgreement and a Seller Indemnified Party (as defined below) makes a written claim for indemnification against Buyer, then, Buyer agrees to indemnify Seller, and its Affiliates and agents, and their respective officers, directors, and employees (collectively, the Company agree, jointly and severally, to indemnify, defend, save and hold the Seller Indemnitees harmless "SELLER INDEMNIFIED PARTIES"; each a "SELLER INDEMNIFIED PARTY") from and against any Claims and Losses actually suffered or incurred by them to the extent Adverse Consequences any Seller Indemnified Party may suffer resulting from, arising out of or related of, relating to: (i) the breach of any covenants or agreements of Buyer contained in this Environmental Agreement; (ii) the Company Environmental Liabilities to the extent not indemnified by Seller pursuant to Section 5.02; and (iii) any Claims or Losses under Environmental Laws arising out of or related to the ownership of the TH Interest, the Company, the Acquired Subsidiary, or the Assets after the Closing Date, or the operation of the Business after the Closing Datecaused by such breach. (b) No Claim Buyer agrees to indemnify the Seller Indemnified Parties from and against any Adverse Consequences any Seller Indemnified Party may be asserted nor may suffer resulting from, arising out of, relating to, or caused by, (i) any Proceeding be commenced against Buyer Assumed Liability, (ii) Buyer's operation of the Canberra Business after the Closing Date (other than as to any liability or obligation of Seller or any Affiliate of Seller which is not an Assumed Liability) or (iii) the Company pursuant claims of any broker or finder engaged or alleged to this Section 5.03 unless written notice of such Claim or Proceeding is received have been engaged by Buyer or the Company describing in reasonable detail the facts any Affiliate of Buyer or (iv) any and circumstances with respect all Federal, state or local income Taxes of a domestic Canberra Affiliate that Buyer is responsible to the subject matter of such Claim or Proceeding. If a Seller Indemnitee has recovered any Losses pursuant to one subsection of this pay under Section 5.03(a), such Seller Indemnitee shall not be entitled to recover the same Losses under another subsection of this Section 5.03(a5.7(b). (c) No Claim may be made against Buyer or All of the Company for covenants, representations, warranties and indemnification pursuant to clause obligations of Buyer: (i) other than under Sections 5.2 and 5.4(b) and Section 8, shall survive the Closing and continue in full force and effect only until the second anniversary of the Closing Date; and (ii) contained in Sections 5.2 and 5.4(b) or Section 5.03(a): (i) 8 shall survive the Closing for the periods specified therein or, if no periods are specified therein, for the applicable statute of limitations period. No claim for indemnification under this Section 5.4 shall be brought by any Seller Indemnified Party after the time periods specified in the immediately preceding sentence, PROVIDED that the foregoing time limitations shall not limit the indemnification rights of any Seller Indemnified Party with respect to any individual actionclaim properly made within such time limitations. Any claim for indemnification made within such time limitations shall be deemed timely for purposes hereof. (d) Notwithstanding the provisions of this Section 5.4, occurrence or event subject to (i) Buyer shall not have any liability for indemnification under this Section 5.4 unless and until the indemnifications thereunder (or group amount of related actions, occurrences or events) unless the such individual action, occurrence or event aggregate indemnification obligations exceeds the respective De Minimis Amounts Indemnity Threshold, whereupon Buyer shall indemnify, defend, protect and hold harmless the Seller Indemnified Parties for the amount of all Adverse Consequences for claims under this Section 5.4 without deduction of any such Indemnity Threshold, and (nor shall any Claim or Loss below such threshold be applied to or considered for purposes of calculating ii) the aggregate amount of Seller Indemnitees’ Losses) and (ii) unless Buyer's liability under this Section 5.4 shall not exceed the aggregate amount of all Claims and Losses of Seller Indemnitees with respect to clause thirty-five percent (i35%) of Section 5.03(a) shall exceed the Indemnification Deductible (after which Buyer and the Company shall be obligated only to indemnify Seller Indemnitees from and against aggregate Losses in excess of the Indemnification Deductible)total Purchase Price. The maximum amount that Buyer and the Company shall be required to pay pursuant to clauses (i) of Section 5.03(a) in respect of all Claims and Losses by all Seller Indemnitees shall equal $15 million, after which point Buyer and the Company will have no Obligation to indemnify Seller Indemnitees from and against further such Claims or Losses. For the avoidance of doubt, any Claims or Losses to be paid by Buyer or the Company pursuant to Section 5.03(a)(ii) is not subject to the limitations provisions of this Section 5.03(c)5.4(d) shall not apply to any matter covered by Section 5.4(b) or to any payment of indemnification by Buyer as provided by Section 5.7(a)(iii) or Section 5.9.