Common use of Limitation to Liability Clause in Contracts

Limitation to Liability. Notwithstanding anything to the contrary in this Agreement, absent fraud, intentional misrepresentation or willful breach: (a) In no event shall any Indemnified Party be entitled to indemnification for any Losses arising from a claim for indemnification pursuant to Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) unless and until the aggregate amount of all Losses suffered or incurred by the Indemnified Party thereunder exceeds three percent (3%) of (x) if the Second Closing has occurred, the Aggregate Purchase Price, or (y) or if the Second Closing fails to occur, the First Tranche Purchase Price (the “Deductible”), in which case the Indemnifying Party shall be liable only for Losses in excess of the Deductible. (b) The maximum aggregate liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) shall not in any event be greater than (x) if the Second Closing has occurred, the Aggregate Purchase Price, or (y) if the Second Closing fails to occur, the First Tranche Purchase Price. (c) The maximum aggregate liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(ii) or Section 5.02(b)(ii) shall not in any event be greater than the First Tranche Purchase Price. (d) Notwithstanding any other provision contained herein, from and after the First Closing, the right to indemnity pursuant to Article 5 shall be the sole and exclusive remedy of any of the Indemnified Party for any claims against the Indemnifying Party arising out of or resulting from this Agreement; provided that the Indemnified Party shall also be entitled to specific performance or other equitable remedies in any court of competent jurisdiction pursuant to Section 6.13 hereof. (e) From and after the occurrence of the Second Closing pursuant to Section 2.04(b) or pursuant to Section 2.04(a) following irrevocable waiver by the Purchaser of any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii), no Indemnified Party shall be entitled to indemnification for any Losses arising from any breach of this Agreement that has resulted in any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii) not having been satisfied as of the Second Closing.

Limitation to Liability. Notwithstanding anything to the contrary in this Agreement and except in the case of fraud or deliberate breach by a Party in connection with the transactions contemplated under this Agreement, absent fraud, intentional misrepresentation or willful breach: (a) In no event shall any Indemnified Party be entitled to indemnification for any Losses arising from a claim for indemnification pursuant may be asserted nor may any Proceeding be commenced against either Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Proceeding is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Proceeding is based ceases to survive as set forth in Section 5.02(a)(i9.01. In the event that a notice of claim for indemnification under this ARTICLE IX has been given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved in accordance with the provisions hereof; (other than b) the Company Fundamental Warranties) or Section 5.02(b)(i) shall not be liable to the Purchaser for any Indemnified Liabilities (other than Purchaser Fundamental Warrantiesi) unless and until the aggregate amount of such Indemnified Liabilities in respect of the indemnification hereunder exceeds US$46,000,000 and once such amount has been exceeded, the Company shall be liable for the aggregate amount of all Losses suffered Indemnified Liabilities and not merely the excess, and (ii) unless and until the amount of Indemnified Liabilities arising from any particular inaccuracy in or incurred breach of any representation, warranty exceeds US$2,000,000, provided that, the limitation to the Company’s liabilities under this Section 9.03(b) shall not apply to any breach of any representation or warranty made by the Company under Section 4.01, Section 4.02, Section 4.03, Section 4.04 or Section 4.07; (c) the Company shall have no liabilities or obligations under this ARTICLE IX from and after the aggregate amount of all Indemnified Party thereunder Liabilities exceeds three percent (3%i) with respect to all claims under ARTICLE IX (other than claims for Indemnified Liabilities arising out of (x) if any breach of any representation or warranty made by the Second Closing has occurredCompany under Section 4.01, Section 4.02, Section 4.03, Section 4.04 or Section 4.07), an amount equal to 25% of the Aggregate Purchase Price, and (ii) with respect to all claims under ARTICLE IX arising out of any breach of any representation or (y) warranty made by the Company under Section 4.01, Section 4.02, Section 4.03, Section 4.04 or if the Second Closing fails to occur, the First Tranche Purchase Price (the “Deductible”Section 4.07), in which case the Indemnifying Party shall be liable only for Losses in excess an amount equal to 100% of the Deductible. (b) The maximum aggregate liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) shall not in any event be greater than (x) if the Second Closing has occurred, the Aggregate Purchase Price, or (y) if the Second Closing fails to occur, the First Tranche Purchase Price. (c) The maximum aggregate liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(ii) or Section 5.02(b)(ii) shall not in any event be greater than the First Tranche Purchase Price.; (d) Notwithstanding no Party shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement; (e) the Party seeking indemnification pursuant to this ARTICLE IX shall use commercially reasonable efforts to pursue all legal rights and remedies available in order to mitigate and minimize any Indemnifiable Liabilities subject to indemnification pursuant to this ARTICLE IX promptly upon becoming aware of any event or circumstance that could reasonably be expected to constitute or give rise to such Indemnifiable Liabilities; and (f) notwithstanding any other provision contained herein, from and after the First Closing, the right to indemnity a claim for indemnification pursuant to Article 5 this ARTICLE IX shall be the sole and exclusive remedy of any of the Indemnified Party for any claims against the Indemnifying other Party arising out of or resulting from this AgreementAgreement or other Transaction Documents and the transactions contemplated hereby and thereby; provided that the Indemnified a Party shall also be entitled to seek specific performance or other equitable remedies in any court of competent jurisdiction pursuant to Section 6.13 hereof10.13. (e) From and after the occurrence of the Second Closing pursuant to Section 2.04(b) or pursuant to Section 2.04(a) following irrevocable waiver by the Purchaser of any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii), no Indemnified Party shall be entitled to indemnification for any Losses arising from any breach of this Agreement that has resulted in any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii) not having been satisfied as of the Second Closing.

Limitation to Liability. Notwithstanding anything to 5.5.1 The maximum aggregate liability of the contrary Vendors in respect of all claims under this Agreement, absent fraud, intentional misrepresentation or willful breachAgreement shall not exceed the Purchase Consideration. 5.5.2 The aggregate liability of the Vendors in respect of any claims for breach of the Warranties shall be limited as follows: (ai) In no event the Vendors shall any Indemnified Party not be entitled to indemnification liable for any Losses arising from a individual claim for indemnification pursuant to Section 5.02(a)(i) (other than Company Fundamental Warranties) breach of the Warranties which does not exceed HK$300,000.00 provided that, where the amount or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) unless and until the aggregate amount of all Losses suffered one or incurred by the Indemnified Party thereunder more of such individual claims exceeds three percent (3%) of (x) if the Second Closing has occurredHK$300,000.00, the Aggregate Purchase Price, or (y) or if the Second Closing fails to occur, the First Tranche Purchase Price (the “Deductible”), in which case the Indemnifying Party Vendors shall be liable only for Losses the full amount of all such claims and not merely the excess; and (ii) no claim may be brought against the Vendors in excess respect of a breach of the DeductibleWarranties after 24 months from Completion (the "Warranty Expiry Date"), and the Vendors shall not be liable in respect of a breach of Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim. Any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the expiry of a period of 12 months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendors. 5.5.3 The Vendors shall not be liable for the Warranties: (i) to the extent the facts, circumstances, matters and information giving rise to the claim have been Disclosed; (ii) to the extent that provision or reserve in respect thereof has been made in the Accounts and the Management Accounts; (iii) which arises as a result of (a) legislation which comes into force after the date hereof with retrospective effect; and/or (b) change in interpretation of law after Completion; or (iv) which arises as a result of a change in accounting policies after Completion. 5.5.4 The maximum aggregate liabilities Purchaser shall, upon becoming aware of any claim, action, demand or assessment being made or issued against the Indemnifying Party in respect Purchaser or the Company or any of Losses suffered its Subsidiaries which could lead to a claim by the Indemnified Parties pursuant to Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) shall not in any event be greater than (x) if the Second Closing has occurred, the Aggregate Purchase Price, or (y) if the Second Closing fails to occur, the First Tranche Purchase Price. (c) The maximum aggregate liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(ii) or Section 5.02(b)(ii) shall not in any event be greater than the First Tranche Purchase Price. (d) Notwithstanding any other provision contained herein, from and after the First Closing, the right to indemnity pursuant to Article 5 shall be the sole and exclusive remedy for breach of any of the Indemnified Party Warranties, use reasonable efforts to give notice thereof to the Vendors as soon as reasonably practicable. 5.5.5 Where a claim for breach of any claims against Warranty or undertaking is made under this Agreement and has been settled subsequently between the Indemnifying Party arising out Parties, save as expressly reserved in any such settlement of or resulting from this Agreement; provided such a claim, all other rights and remedies (if any) of the Purchaser in respect of the subject matter of such settlement are hereby excluded. 5.5.6 The Purchaser shall (and shall procure that the Indemnified Party shall also be entitled Company shall) take such action and give such information and assistance in connection with their respective affairs as the Vendors may reasonably request in writing to specific performance avoid, dispute, resist, mitigate, compromise, defend or other equitable remedies appeal against any claim in respect thereof and any court of competent jurisdiction pursuant to Section 6.13 hereofadjudication with respect thereto. (e) From and after 5.5.7 If the occurrence Vendors shall pay to the Purchaser any amount by way of compensation or damages for breach of the Second Closing pursuant Warranties and the Purchaser or the Company subsequently recover from a third party an amount which represents the full or part of the compensation or damages paid by the Vendors, the Purchaser shall repay to Section 2.04(b) or pursuant the Vendors such amount received from the third party (subject to Section 2.04(a) following irrevocable waiver the deduction from the amount recovered all legal and other expenses actually incurred by the Purchaser in recovering from the third party). For the avoidance of doubt, the Purchaser shall not be obligated to seek recovery from any such third party. 5.5.8 None of the conditions set forth Warranties nor any benefit nor claim under this Agreement in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii), no Indemnified Party shall be entitled to indemnification for any Losses arising from respect of any breach of this Agreement that has resulted in the Warranties may be assigned to any person without the prior written consent of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii) not having been satisfied as of the Second ClosingVendors.

Limitation to Liability. Notwithstanding anything to the contrary in this Agreement, absent fraud, intentional misrepresentation Agreement and except in the case of fraud or willful breachdeliberate breach by a Party in connection with the Transactions: (a) In no event shall any Indemnified Party be entitled to indemnification for any Losses arising from a claim for indemnification pursuant may be asserted nor may any Proceeding be commenced against either Party for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or Proceeding is received by such Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or proceeding on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Proceeding is based ceases to survive as set forth in Section 5.02(a)(i13.01. In the event that a notice of claim for indemnification under this Article XIII has been given within the applicable survival period, the representations and warranties that are the subject of such indemnification claim (and the right to pursue such claim) shall survive with respect to such claim until such time as such claim is finally resolved in accordance with the provisions hereof; (other than Company Fundamental Warrantiesb) or Section 5.02(b)(i) the Seller shall not be liable to the Purchaser for any Indemnified Liabilities (other than Purchaser Fundamental Warrantiesi) unless and until the aggregate amount of all Losses suffered or incurred by such Indemnified Liabilities in respect of the Indemnified Party thereunder indemnification hereunder exceeds three percent (3%) of (x) if the Second Closing US$5,000,000 and once such amount has occurredbeen exceeded, the Aggregate Purchase Price, or (y) or if the Second Closing fails to occur, the First Tranche Purchase Price (the “Deductible”), in which case the Indemnifying Party Seller shall be liable only for Losses the aggregate amount of all Indemnified Liabilities and not merely the excess, and (ii) unless and until the amount of Indemnified Liabilities arising from any particular inaccuracy in excess or breach of any representation and warranty exceeds US$500,000, provided that, the Deductible. (b) The maximum aggregate limitation to the Seller’s liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to under this Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties13.03(b) shall not in apply to any event be greater than (x) if breach of any representation or warranty made by the Second Closing has occurredSeller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 or Section 5.33, the Aggregate Purchase Price, or (y) if the Second Closing fails to occurExcluded Liabilities Assertion, the First Tranche Purchase Price.Reorganization Liabilities or the Withholding Tax Liabilities; (c) The maximum aggregate the Seller shall have no liabilities of the Indemnifying Party in respect of Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(ii) or Section 5.02(b)(ii) shall not in any event be greater than the First Tranche Purchase Price. (d) Notwithstanding any other provision contained herein, obligations under this Article XIII from and after the First Closing, aggregate amount of all Indemnified Liabilities exceeds the right then applicable Seller Indemnity Cap. The “Seller Indemnity Cap” means (i) with respect to indemnity pursuant to all claims under this Article 5 shall be the sole and exclusive remedy of any of the XIII (other than claims for Indemnified Party for any claims against the Indemnifying Party Liabilities arising out of or resulting from this Agreement; provided that the Indemnified Party shall also be entitled to specific performance or other equitable remedies in any court of competent jurisdiction pursuant to Section 6.13 hereof. (e) From and after the occurrence of the Second Closing pursuant to Section 2.04(b) or pursuant to Section 2.04(a) following irrevocable waiver by the Purchaser of any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii), no Indemnified Party shall be entitled to indemnification for any Losses arising from any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33, the Reorganization Liabilities, the Excluded Liabilities Assertion and the Withholding Tax Liabilities), an amount equal to US$400,000,000; and (ii) with respect to all claims under this Agreement that has resulted in Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33, an amount equal to the market value of the conditions set forth in Section 2.06(c)(vConsideration Shares issued to and received by the Seller on the date immediately before the date on which the Seller receives written notice of the relevant claim (calculated by multiplying the number of the Consideration Shares issued to and received by the Seller by the per-share twenty-day volume weighted average trading price on the NYSE on the trading day immediately before the date on which the Seller receives written notice of the relevant claim, accounting for the then current ADS-to-share ratio (the “Market Value”)), provided that, if the Market Value is less than US$400,000,000, the Seller Indemnity Cap with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Seller under Section 2.06(c)(vi) 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 2.06(c)(vii) not having been satisfied as 5.33 shall be US$400,000,000; provided further that if the Market Value exceeds US$700,000,000, the Seller Indemnity Cap with respect to all claims under this Article XIII arising out of any breach of any representation or warranty made by the Second Closing.Seller under Section 5.01, Section 5.02, Section 5.03, Section 5.04, Section 5.13, Section 5.15, Section 5.24, Section 5.30, Section 5.32 and Section 5.33 shall be US$700,000,000;

Limitation to Liability. Notwithstanding anything to the contrary in this Agreement, absent fraud, intentional misrepresentation or willful breach: (a) In no event No Indemnifying Party shall any Indemnified Party be entitled to indemnification for any Losses arising from a claim for indemnification pursuant to liable under Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) 8.2 unless and until the aggregate amount of all Losses suffered or incurred by that the Indemnified Party thereunder suffers, sustains or becomes subject to exceeds three percent (3%) of (x) if the Second Closing has occurred, the Aggregate Purchase Price, or (y) or if the Second Closing fails to occur, the First Tranche Purchase Price RMB500,000 (the “DeductibleIndemnification Basket”), in which case the Indemnifying Party shall be liable only responsible for Losses in excess the full amount of such Losses;except that the Indemnification Basket shall not apply to (i) any claim of the DeductibleIndemnified Party for Loss as a result of, arising out of or in connection with fraud and willful breach by the Indemnifying Party or (ii) any claim for Loss that the Yiren Digital Indemnitees suffer, sustain or become subject to as a result of, arising out of or in connection with the ownership structure, business, operations, assets, liabilities or any non-compliance with Law or Order of the VIE pursuant to Section 8.2(iii). (b) The Absent fraud and willful breach, the maximum aggregate liabilities of Yiren Digital towards all of the Indemnifying Party CreditEase Indemnitees in respect of all Losses suffered by the Indemnified Parties pursuant to Section 5.02(a)(i) (other than Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) shall not in any event be greater than exceed one hundred percent (x100%) if of the Second Closing has occurred, the Aggregate Purchase Price, or (y) if the Second Closing fails to occur, the First Tranche Purchase PriceCreditEase Payment. (c) The maximum aggregate liabilities of CreditEase towards all of the Indemnifying Party Yiren Digital Indemnitees in respect of all Losses suffered shall not exceed one hundred percent (100%) of the CreditEase Payment (the “CreditEase Indemnification Cap”); except that the CreditEase Indemnification Cap shall not apply to any claim of Yiren Digital Indemnitees for Loss as a result of, arising out of or in connection with (i) fraud and willful breach by CreditEase or (ii) the Indemnified Parties ownership structure, business, operations, assets, liabilities or any non-compliance with Law or Order, of the VIE pursuant to Section 5.02(a)(ii) or Section 5.02(b)(ii) shall not in any event be greater than the First Tranche Purchase Price8.2(iii). (d) No Indemnifying Party shall be required to compensate the Indemnified Party more than once (whether under this Agreement or any other Transaction Document) in respect of the same Loss. (e) Notwithstanding any other provision contained hereinto the contrary in this Agreement, from and after the First Closing, except in the right to indemnity pursuant to case of fraud or a willful breach, this Article 5 8 shall be the sole and exclusive remedy of any of the Indemnified Party for any claims against the Indemnifying Party claim with respect to any and all Losses arising out of or resulting from this Agreement; provided that the Indemnified nothing in this Article 8 shall affect either Party’s right to seek and obtain any equitable relief to which such Party shall also may be entitled to specific performance or other equitable remedies in any court of competent jurisdiction pursuant to Section 6.13 hereof9.6. (e) From and after the occurrence of the Second Closing pursuant to Section 2.04(b) or pursuant to Section 2.04(a) following irrevocable waiver by the Purchaser of any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii), no Indemnified Party shall be entitled to indemnification for any Losses arising from any breach of this Agreement that has resulted in any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii) not having been satisfied as of the Second Closing.

Limitation to Liability. Notwithstanding anything to the contrary in this Agreement, absent fraud, intentional misrepresentation or willful breach: (ai) In the Company shall have no event shall liability to the Indemnitees under Section 9(k)(i) with respect to any Indemnified Party be entitled to indemnification for misrepresentation or breach of any Losses arising from a claim for indemnification pursuant to Section 5.02(a)(i) (other than representation or warranty made by the Company Fundamental Warranties) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties) in the Transaction Documents unless and until the aggregate amount of all Losses Indemnified Liabilities suffered or incurred by the Indemnified Party thereunder Indemnitees exceeds three percent (3%) of (x) if the Second Closing has occurred, the Aggregate Purchase Price, or (y) or if the Second Closing fails to occur, the First Tranche Purchase Price (the “Deductible”)US$1,000,000, in which case the Indemnifying Party Company shall be liable only for Losses in excess of the Deductible.all Indemnified Liabilities; (bii) The the maximum aggregate liabilities of the Indemnifying Party Company in respect of Losses suffered by the Indemnified Parties Liabilities owing to each Buyer and all of its Indemnitees pursuant to Section 5.02(a)(i9(k)(i) with respect to any misrepresentation or breach of representations and warranties made by the Company in this Agreement (other than excluding claims based on any misrepresentation or breach of any representation or warranty made by the Company Fundamental Warrantiesunder Sections 3(a), 3(b), 3(c) or 3(q) or Section 5.02(b)(i) (other than Purchaser Fundamental Warranties5) shall not in any event be greater than exceed an amount which equals twenty percent (x20%) if of such Buyer’s pro rata portion of the Second Closing has occurred, the Aggregate Purchase Price, or (y) if and the Second Closing fails to occur, the First Tranche Purchase Price. (c) The maximum aggregate liabilities liability of the Indemnifying Party Company in respect of Losses suffered all Indemnified Liabilities owing to each Buyer and all of its Indemnitees with respect to any misrepresentation or breach of representations and warranties made by the Indemnified Parties pursuant Company in this Agreement and with respect to Section 5.02(a)(iiany breach of any covenant, agreement or obligation of the Company contained in this Agreement (including claims based on any misrepresentation or breach of any representation or warranty made by the Company under Sections 3(a), 3(b), 3(c) or 3(q) or Section 5.02(b)(ii5) shall not in any event be greater than exceed an amount which equals the First Tranche Purchase Price.Price actually paid by such Buyer to the Company under this Agreement; (diii) Notwithstanding any other provision contained herein, from and after for the First Closingavoidance of doubt, the right parties hereto agree and acknowledge that the Company will not be responsible to indemnity pursuant to Article 5 shall be the sole and exclusive remedy of any Buyer or any of the Indemnified Party its Indemnitees for any claims against the Indemnifying Party arising out of or Indemnified Liabilities resulting from this Agreement; provided that the Indemnified Party shall also be entitled to specific performance or other equitable remedies in any court of competent jurisdiction pursuant to Section 6.13 hereof. (e) From and after the occurrence of the Second Closing pursuant to Section 2.04(b) or pursuant to Section 2.04(a) following irrevocable waiver by the Purchaser of any of the conditions set forth in Section 2.06(c)(v), Section 2.06(c)(vi) and Section 2.06(c)(vii), no Indemnified Party shall be entitled to indemnification for any Losses arising from any breach of this Agreement that has resulted in a representation, warranty, covenant or undertaking by any current shareholder of the conditions set forth Company in Section 2.06(c)(v)connection with the Shareholder Sale; (iv) NOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT OR PROVIDED FOR UNDER ANY APPLICABLE LAW, Section 2.06(c)(viIN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY FOR (I) and Section 2.06(c)(viiINDEMNIFIED LIABILITIES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE OR SIMILAR BASIS, (II) not having been satisfied as of the Second ClosingSPECIAL, SPECULATIVE, INDIRECT OR CONSEQUENTIAL INDEMNIFIED LIABILITIES OR LOST PROFITS WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO THE OTHER PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORESEEN BY SUCH OTHER PARTY (EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED BY A GOVERNMENTAL AUTHORITY IN CONNECTION WITH A THIRD PARTY CLAIM) OR (III) PUNITIVE DAMAGES.