Common use of Limitations and Other Matters Relating to Indemnification Clause in Contracts

Limitations and Other Matters Relating to Indemnification. (a) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees under Section 8.2(a) (i) unless and until the aggregate amount of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) (other than those based upon, resulting from, arising out of or relating to the Specified Seller Representations) exceeds $25,000,000 (the “Indemnification Threshold”), and once the Indemnification Threshold has been exceeded, the Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Threshold and (ii) unless and until the amount of Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) arising from any particular breach of any representation or warranty of the Seller in this Agreement exceeds $100,000 (the “Per Claim Threshold”), provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such particular breach, the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfied.

Limitations and Other Matters Relating to Indemnification. (a) Subject to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representation, the Seller Sellers shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees Indemnified Parties under Section 8.2(a9.2 (other than under Section 9.2(b) with respect to any breach of any covenant, agreement or obligation to be performed by Sellers or any of their Affiliates pursuant to Section 5.19 or Section 5.20) (i) unless and until the aggregate amount of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a9.2 exceeds Twenty-One Million, Five Hundred Thousand Dollars ($21,500,000) (other than those based upon, resulting from, arising out of or relating to the Specified Seller Representations) exceeds $25,000,000 (the “Sellers’ Indemnification Threshold”), and once the Sellers’ Indemnification Threshold has been exceeded, the Seller Sellers shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Sellers’ Indemnification Threshold (subject to the limitations set forth in Section 9.4(b)) and (ii) unless and until the amount of Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) 9.2 arising from any particular inaccuracy in or breach of any representation representation, warranty or warranty covenant of the Seller Sellers in this Agreement exceeds $100,000 (the “Sellers’ Per Claim Threshold”), provided, that, subject to Section 8.4(a)(i), once and such Losses below the Sellers’ Per Claim Threshold has been exceeded with respect to any such particular breach, shall not be counted toward the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnitees for all such Losses with respect to such particular breach from the first dollar, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfiedSellers’ Indemnification Threshold.

Limitations and Other Matters Relating to Indemnification. (a) Subject With respect to indemnification by either Contributing Party under Section 8.6(b5.2(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to such Contributing Party shall not be liable for any breach of any Specified Seller Representationsuch representation or warranty of such Contributing Party attributable to a single claim or all claims arising from the same or substantially related facts, the Seller shall not be required to indemnify, defend, hold harmless, pay events or reimburse the Buyer Indemnitees under Section 8.2(a) circumstances (i) unless and until the aggregate amount of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) (other than those based upon, resulting from, arising out of or relating to the Specified Seller Representations) exceeds $25,000,000 (the “Indemnification Threshold”), and once the Indemnification Threshold has been exceeded, the Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Threshold and (iix) unless and until the amount of Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) arising from any particular breach of any representation or warranty Damages (excluding costs and expenses of the Seller Company Indemnitees incurred in connection with making such claim under this Agreement Agreement) actually incurred by the Company Indemnitees for such breach exceeds $100,000 2,000,000 (the “Per Claim ThresholdMini-Basket”) and, if such Damages do not exceed the Mini-Basket, then such Damages shall not be applied to or considered for purposes of calculating the aggregate amount of Damages under the following clause (y) (but if such Damages do exceed the Mini-Basket, then the full amount of such Damages, from the first Dollar, shall be indemnifiable to the extent they are otherwise payable in accordance with clause (y) and shall be included in the calculation of the aggregate amount of Damages under clause (y)), provided, that, subject to Section 8.4(a)(i), once (y) unless the Per Claim Threshold has been exceeded aggregate amount of Damages (excluding costs and expenses of the Company Indemnitees incurred in connection with respect to any making such particular breach, claim under this Agreement) actually incurred by the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Company Indemnitees for all such Losses with breaches exceeds $20,000,000, and then only to the extent such aggregate Damages exceed such amount and (z) except in respect to of claims of Fraud against the Person committing such particular breach from the first dollarFraud, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfiedno event shall either Contributing Party’s aggregate liability exceed $85,000,000.

Limitations and Other Matters Relating to Indemnification. (a) Subject to Section 8.6(b), and other Other than with respect to any Claims claims for indemnification or Losses based upon, resulting from, arising out of or relating to any inaccuracy in or breach of any Specified Seller RepresentationFundamental Warranties, the Seller shall not be required to indemnify, defend, hold harmless, pay or reimburse the Buyer Indemnitees under Section 8.2(a9.2(a) (ior Section 9.2(c) unless and until the aggregate amount of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a9.2(a) (other than those claims based upon, resulting from, arising out of or relating to the Specified Seller RepresentationsFundamental Warranties) and Section 9.2(c) exceeds $25,000,000 R$17,500,000 (the “Indemnification Threshold”), and once the Indemnification Threshold has been exceeded, the Seller shall only be required to indemnify, defend, hold harmless, pay and reimburse for Losses in excess of the Indemnification Threshold and (ii) unless and until the amount of Losses in respect of which indemnification otherwise may be sought under Section 8.2(a) arising from any particular breach of any representation or warranty of the Seller in this Agreement exceeds $100,000 (the “Per Claim Threshold”), provided, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such particular breach, the Seller shall be required to indemnify, defend, hold harmless, pay and reimburse the Buyer Indemnitees for all such Losses with in excess of the Indemnification Threshold (subject to the limitations set forth in Section 9.4(b)). Unless and until the amount of Losses in respect of any individual indemnification claim under Section 9.2(a) (other than claims based upon, resulting from, arising out of or relating to such Seller Fundamental Warranties) or Section 9.2(c) arising from any particular inaccuracy in or breach from of any representation or warranty of Seller in this Agreement exceeds R$125,000 (the first dollar“Per Claim Threshold”), including any such Losses that were taken into account in determining whether below the Per Claim Threshold had been satisfiedshall not be counted toward the Indemnification Threshold.

Limitations and Other Matters Relating to Indemnification. (a) Subject Notwithstanding anything to Section 8.6(b), and other than with respect to any Claims or Losses based upon, resulting from, arising out of or relating to any breach of any Specified Seller Representationthe contrary in this Agreement, the Seller or Buyer, as applicable, shall not be required to indemnify, defend, defend and hold harmless, pay or reimburse harmless the Buyer Indemnitees under or Seller Indemnitees, as applicable, pursuant to Section 8.2(a7.2(a)(ii), Section 7.2(a)(iii), Section 7.2(a)(iv) or Section 7.3(a): (i) with respect to any individual item of Loss or series of related Losses, unless and until Losses for such item of Loss or series of Losses exceed [***] (the “Per Claim Threshold”), and such Losses below the Per Claim Threshold shall not be counted toward the Indemnification Threshold, the Healthcare Indemnification Threshold or the Sufficiency of Assets Indemnification Threshold (it being understood that, once the Per Claim Threshold has been exceeded, such item of Loss or series of related Losses shall be counted toward the applicable indemnification threshold and, subject to the applicable indemnification threshold, Seller or Buyer, as applicable, shall be required to indemnify, defend and hold harmless the Buyer Indemnitees or Seller Indemnitees, as applicable, for all Losses in respect of such individual item of Loss or series of related Losses); and (ii) (iA) unless and until the aggregate amount of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a7.2(a)(ii), (iii) and (other than those based upon, resulting from, arising out of iv) or relating to the Specified Seller RepresentationsSection 7.3(a) exceeds $25,000,000 [***] (the “Indemnification Threshold”), and once the Indemnification Threshold has been exceeded, Seller or Buyer, as applicable, shall only be required to indemnify, defend and hold harmless the Buyer Indemnitees or Seller Indemnitees, as applicable, pursuant to Section 7.2(a)(ii), (iii) and (iv) or Section 7.3(a) for Losses in excess of the Indemnification Threshold, or (B) unless and until the aggregate of all Losses in respect of indemnification under Section 7.2(a)(iii) exceeds either (x) when combined with the aggregate amount of all Losses in respect of indemnification under Section 7.2(a), the Indemnification Threshold or (y) [***] (the “Healthcare Indemnification Threshold”), and thereafter, Seller shall only be required to indemnify, defend, defend and hold harmless, pay and reimburse harmless the Buyer Indemnitees pursuant to Section 7.2(a)(iii) for Losses in excess of the Indemnification Threshold and such amount or (iiC) unless and until either the amount aggregate of all Losses in respect of which indemnification otherwise may be sought under Section 8.2(a7.2(a)(iv) arising from any particular breach exceeds either (x) when combined with the aggregate amount of any representation all Losses in respect of indemnification under Section 7.2(a), the Indemnification Threshold or warranty of the Seller in this Agreement exceeds $100,000 (y) [***] (the “Per Claim Sufficiency of Assets Indemnification Threshold”), providedand thereafter, that, subject to Section 8.4(a)(i), once the Per Claim Threshold has been exceeded with respect to any such particular breach, the Seller shall only be required to indemnify, defend, defend and hold harmless, pay and reimburse harmless the Buyer Indemnitees pursuant to Section 7.2(a)(iv) for all Losses in excess of such Losses with respect to such particular breach from amount; provided that, for the first dollaravoidance of doubt, including any such Losses that were taken into account in determining whether the Per Claim Threshold had been satisfiedand Indemnification Threshold shall not apply with regard to Losses that are indemnifiable pursuant to Section 7.2(a)(i).