Common use of Limitations on Indemnifications Clause in Contracts

Limitations on Indemnifications. (i) For purposes of this Section, the term “Threshold” means a dollar amount equal to US $25,000. (ii) With respect to any Losses related to a breach of representation and warranty of the Seller or each Company, (A) Seller will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller will indemnify Buyer, the SPAC and their related indemnitees for all such Losses in excess of the Threshold, and (B) in no event will Seller’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller or each Company exceed an amount equal to US $5,000,000. With respect to any Losses related to a breach of representation and warranty of Buyer or the SPAC, (C) Buyer and the SPAC will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Buyer and the SPAC will indemnify Seller and their related indemnitees for all such Losses in excess of the Threshold, (D) in no event will Buyer’s and the SPAC’s aggregate liability for all Losses exceed an amount equal to the Purchase Price, and (E) no recovery of Losses incurred by Seller or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.11. (iii) The limitations set forth in Section 9.1(d)(ii) will not apply to any Losses (A) incurred by Buyer as a result of Seller’s failure to comply with covenants made in this Agreement or breach of Seller Excluded Representations, and (B) incurred by Seller as a result of Buyer or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded Representations. (iv) Seller, its related indemnitees and their respective Affiliates, including the Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11.

Limitations on Indemnifications. (i) For purposes of No Indemnitee shall be entitled to ------------------------------- indemnification under this Section, the term “Threshold” means a dollar amount equal Section 8.1 for Damages relating to US $25,000. (ii) With respect to any Losses related to a breach of representation and warranty of the Seller or each Company, (A) Seller will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller will indemnify Buyer, the SPAC and their related indemnitees for all such Losses in excess of the Threshold, and (B) in no event will Seller’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller set forth herein or each Company exceed an amount equal to US $5,000,000. With respect to in any Losses related to a breach of representation and warranty of Buyer certificate or the SPAC, (C) Buyer and the SPAC will have liability for such Losses only if document delivered in connection herewith until the aggregate amount of Damages incurred by such Indemnitee, together with Damages suffered with respect to all Losses other claims for indemnification pursuant to this Agreement by all other Indemnitees, exceeds $71,000, at which time such Indemnitees shall be entitled to indemnification for the Threshold, in which case Buyer and the SPAC will indemnify Seller and their related indemnitees for entire aggregate cumulative amount of all such Losses Damages in excess of the Threshold, (D) in no event will Buyer’s and the SPAC’s $71,000 up to a maximum aggregate liability for all Losses exceed an amount equal to the Purchase PriceCash Consideration; provided, and (E) no recovery of Losses incurred by Seller or their related indemnitees may be made from however, that with respect to the Escrow Account as set out more fully in Section 6.11. (iii) The limitations matters set forth in -------- ------- Section 9.1(d)(ii) will 3.15, ZC shall be entitled to indemnification for the entirety of such Damages (which indemnification amount shall not apply to be included in determining whether Damages exceed $71,000 for purposes of this Section 8.1(d)). In addition, the Stockholders shall indemnify ZC for the entirety of any Losses (A) Damages incurred by Buyer ZC as a result of Seller’s (i) a failure to comply with covenants made withhold taxes from the Exchange Consideration paid to the Stockholders because of an inaccuracy contained in this Agreement Section 3.15(j) of the Company Disclosure Schedule or breach (ii) any claims by any Stockholder arising from the recapitalization of Seller Excluded Representations, the Company prior to the Closing (which indemnification amount in the case of both (i) and (Bii) incurred shall not be included in determining whether Damages exceed $71,000 for purposes of this Section 8.1(d)). At its option, Mosaic may satisfy any of its indemnification obligations hereunder by Seller either (i) forfeiting to the Company a number of shares of its ZC Common Stock sufficient to satisfy such obligations, (ii) paying such obligations in cash or (iii) using a combination of ZC Common Stock and cash. For purposes of the foregoing sentence, each share of ZC Common Stock to be forfeited by Mosaic shall be valued at fair market value at the time of the applicable claim for indemnification, which shall be (i) the average of the high and low sale prices of the ZC Common Stock on the applicable reference date if the ZC Common Stock is listed or traded on a national stock exchange or market or (ii) the good faith determination of the Board of Directors of ZC of the fair value of such share as a result of Buyer or the SPAC’s failure to comply with covenants made in this Agreement or breach applicable reference date. The maximum liability of any Buyer Excluded Representationsindividual Stockholder shall not exceed the Cash Consideration received by such Stockholder. (iv) Seller, its related indemnitees and their respective Affiliates, including the Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11.

Limitations on Indemnifications. (i) For purposes of this Section, the term “Threshold” means a dollar amount equal to US $25,000100,000. (ii) With respect to any Losses related to a breach of representation and warranty of the Seller or each Companyfor which Sellers are liable, (A) Seller Sellers will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller Sellers will indemnify Buyer, the SPAC and their related indemnitees for all such Losses in excess of beginning with the Thresholdfirst dollar thereof, and (B) in no event will SellerSellers’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller or each Company exceed an amount equal to US $5,000,00035 million. With respect to any Losses related to a breach of representation and warranty of for which Buyer or the SPACSPAC are liable, (CA) Buyer and the SPAC will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Buyer and the SPAC will indemnify Seller Sellers and their related indemnitees for all such Losses in excess of beginning with the Thresholdfirst dollar thereof, (DB) in no event will Buyer’s and the SPAC’s aggregate liability for all Losses exceed an amount equal to the Purchase Price$35 million, and (EC) no recovery of Losses incurred by Seller Sellers or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.116.17. (iii) The limitations set forth in Section 9.1(d)(ii) will not apply to any Losses (A) covered by Sellers’ indemnification obligations under Section 9.1(b)(iii), (B) incurred by Buyer as a result of a Seller’s failure to comply with covenants made by a Seller in this Agreement, any other agreements contemplated by this Agreement and to which a Seller is a party or a breach of Seller Excluded Representations, the representations made by Sellers and (B) incurred by Seller as a result of Buyer or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded Representations. (iv) Seller, its related indemnitees and their respective Affiliates, including the Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully Company in Section 6.11.4.4(a) (Title),

Limitations on Indemnifications. (i) For purposes of this SectionSection 9.1, the term “Threshold” means a dollar amount equal to US $25,000.to (ii) With respect to any Losses related to a breach of representation and warranty of the Seller Sellers or each the Company, (A) the Sellers will have liability for such Losses only if the aggregate amount of all Losses suffered by the Buyer Parties exceeds the Threshold, in which case, subject to subclause (ii)(B) below, Sellers will indemnify the Buyer Parties for all such Losses, and (B) subject to the proviso at the end of this sentence: (x) the maximum aggregate liability of the Sellers to the Buyer Parties for Losses for which the Buyer Parties are entitled to indemnification under Section 9.1(b)(i)(A) (other than in respect of the Seller Excluded Representations and the representations set forth in Section 4.13(g) (but not any other subsection of Section 4.13)), shall be limited to an amount equal to , or in respect of any other matter for which the Buyer Parties are entitled to indemnification under this Agreement (including, without limitation, the Seller Excluded Representations and the representations set forth in Section 4.13(g) (but not any other subsection of Section 4.13)), shall be limited to an amount equal to ; and (y) the maximum aggregate liability of any Seller to the Buyer Parties for Losses for which the Buyer Parties are entitled to indemnification under this Agreement shall be limited to an amount equal to the Purchase Price payable to such Seller; provided, however, that, notwithstanding the foregoing, with regard to misrepresentations or breaches resulting from willful breach of a covenant hereunder or fraud, the maximum aggregate liability of the Sellers to the Buyer Parties for Losses for which the Buyer Parties are entitled to indemnification under this Agreement shall not be limited. (iii) With respect to any Losses related to a breach of representation and warranty of Buyer, (A) Buyer will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller case, subject to subclause (iii)(B) below, Buyer will indemnify Buyer, the SPAC and their related indemnitees Seller Parties for all such Losses in excess of the ThresholdLosses, and (B) in no event will Seller’ subject to the proviso at the end of this sentence, the maximum aggregate liability for all Losses resulting from breaches of representations and warranties of Seller or each Company exceed an amount equal to US $5,000,000. With respect to any Losses related to a breach of representation and warranty of Buyer or to the SPAC, (C) Buyer and the SPAC will have liability Seller Parties for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Buyer and the SPAC will indemnify Seller and their related indemnitees for all such Losses in excess of the Threshold, (D) in no event will Buyer’s and the SPAC’s aggregate liability for all Losses exceed shall be limited to an amount equal to the Purchase Price; provided, and (E) no recovery however, that notwithstanding the foregoing, with regard to misrepresentations or breaches resulting from willful breach of a covenant hereunder or fraud, the maximum liability of Buyer for Losses incurred by for which the Seller or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.11. (iii) The limitations set forth in Section 9.1(d)(ii) will not apply Parties are entitled to any Losses (A) incurred by Buyer as a result of Seller’s failure to comply with covenants made in indemnification under this Agreement or breach of Seller Excluded Representations, and (B) incurred by Seller as a result of Buyer or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded Representationsshall not be limited. (iv) Seller, its related indemnitees and their respective Affiliates, including the Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11.

Limitations on Indemnifications. (ia) For purposes of this SectionSection 9.4, the term “Threshold” means a dollar amount equal to US $25,000[***]. (ii) With respect to any Losses related to a breach of representation and warranty of the Seller or each Company, (Ab) Seller will have liability shall not be liable for such Losses only if any Adverse Consequences pursuant to Section 9.2 until the aggregate amount of all Losses Adverse Consequences suffered by the Buyer Parties exceeds the Threshold, in which case, subject to Seller Maximum Indemnification Liability, the Buyer Parties will be entitled to recover all Adverse Consequences paid, incurred, suffered or sustained by the Buyer Parties (including, for the avoidance of doubt, the Threshold amount). For purposes hereon, the “Seller Maximum Indemnification Liability” shall be equal to [***] of the Purchase Price, except for any Claim by a Buyer Party arising from, related to or in connection with: (i) a Seller Excluded Representation, or (ii) Seller’s, the Company’s or any of their Affiliates’ intentional misrepresentation, willful breach or fraud, in which case Seller will indemnify Buyer, the SPAC and their related indemnitees shall be responsible for all such Losses in excess of the Threshold, and Adverse Consequences without limitation. (B) in no event will Seller’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller or each Company exceed an amount equal to US $5,000,000. With respect to any Losses related to a breach of representation and warranty of Buyer or the SPAC, (Cc) Buyer and the SPAC will have liability shall not be liable for such Losses only if any Adverse Consequences pursuant to Section 9.3 until the aggregate amount of all Losses Adverse Consequences suffered by Seller exceeds the Threshold, in which case case, subject to the Buyer and Maximum Indemnification Liability, Seller will be entitled to recover all Adverse Consequences paid, incurred, suffered or sustained by Seller (including, for the SPAC will indemnify Seller and their related indemnitees for all such Losses in excess avoidance of doubt, the ThresholdThreshold amount). For purposes hereon, (D) in no event will Buyer’s and the SPAC’s aggregate liability for all Losses exceed an amount “Buyer Maximum Indemnification Liability” shall be equal to [***] of the Purchase Price, and (E) no recovery of Losses incurred except for any Claim by Seller arising from, related to or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.11. connection with: (iiii) The limitations set forth in Section 9.1(d)(ii) will not apply to any Losses (A) incurred by Buyer as a result of Seller’s failure to comply with covenants made in this Agreement or breach of Seller Excluded Representations, and (B) incurred by Seller as a result of Buyer or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded RepresentationsRepresentation, or (ii) Buyer’s or any of its Affiliates’ intentional misrepresentation, willful breach or fraud, in which case Buyer shall be responsible for all Adverse Consequences without limitation. (iv) Seller, its related indemnitees and their respective Affiliates, including the Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11.

Limitations on Indemnifications. (i) For purposes of this Section, the term “Threshold” means a dollar amount equal to US $25,0003,000,000. (ii) With respect to any Losses related to a breach of representation and warranty of the Seller Sellers or each Companythe Company which are otherwise indemnifiable pursuant to this Section 9.1, (A) Seller Sellers will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller Sellers will indemnify Buyer, Merger Sub, the SPAC and their related indemnitees for all such Losses in excess of the Threshold, and (B) in no event will the aggregate liability of an individual Seller for all Losses resulting from breaches of such Seller’s Seller Individual Representations and the representations and warranties of the Company exceed an amount equal to such Seller’s Pro Rata Share of the Cap, and (C) in no event will Sellers’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller Sellers or each the Company exceed an amount equal to US $5,000,00040,625,000 (the “Cap”). With respect to any Losses related to a breach of representation and warranty of Buyer Buyer, Merger Sub or the SPACSPAC which are otherwise indemnifiable pursuant to this Section 9.1, (CD) Buyer Buyer, Merger Sub and the SPAC will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Buyer Buyer, Merger Sub and the SPAC will indemnify Seller Sellers and their related indemnitees for all such Losses in excess of the Threshold, (DE) in no event will Buyer’s, Merger Sub’s and the SPAC’s aggregate liability for all Losses exceed an amount equal to the Purchase Price, and (EF) no recovery of Losses incurred by Seller Sellers or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.11. (iii) The limitations set forth in Section 9.1(d)(ii) will not apply to any Losses (A) incurred by Buyer as a result of Seller’s Sellers’ failure to comply with covenants made in this Agreement or breach of any Seller Excluded Representations (other than the Tax Representations), and (B) incurred by Seller Sellers as a result of Buyer Buyer, Merger Sub or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded Representations. (iv) Notwithstanding anything in this Agreement to the contrary, in no event will any Seller have any liability for indemnification obligations or otherwise arising under, relating to, or in connection with, this Agreement for any amount, individually or in the aggregate, in excess of the amount equal to the lesser of the following: (A) the product of (x) such Seller’s Pro Rata Share and (y) the Purchase Price; or (B) if applicable to such Seller, its the then-current value of such Seller’s Pro Rata Share of the Merger Consideration as of the date of the indemnification claim to the extent such Seller has not sold the underlying shares prior to such date with (1) each Buyer Exchangeable Share deemed to have a value equal to (x) the number of SPAC Subordinate Voting Shares into which such Buyer Exchangeable Share is convertible as of such determination date multiplied by the closing trading price for a SPAC Subordinate Voting Share on the principal securities exchange on which such security is traded on the date immediately preceding such determination date, and (B) each SPAC Subordinate Voting Share shall be valued at the closing trading price for a SPAC Subordinate Voting Share on the principal securities exchange on which such security is traded on the date immediately preceding such determination date. (v) Sellers, their related indemnitees and their respective Affiliates, including the Acquired Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11. (vi) Each Seller will be liable under Section 9.1(b)(ii) only for such Seller’s own breach of such Seller’s Seller Individual Representations or breach of or failure to comply with covenants or agreements of such Seller contained in this Agreement and no Seller will be liable under Section 9.1(b)(ii) for any other Seller’s breach or inaccuracy of such other Seller’s Seller Individual Representations or breach of or failure to comply with covenants or agreements of such other Seller contained in this Agreement.

Limitations on Indemnifications. (i) For purposes of this Section, the term “Threshold” means a dollar amount equal to US $25,0003,000,000. (ii) With respect to any Losses related to a breach of representation and warranty of the Seller Sellers or each Companythe Company which are otherwise indemnifiable pursuant to this Section 9.1, (A) Seller Sellers will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Seller Sellers will indemnify Buyer, Merger Sub, the SPAC and their related indemnitees for all such Losses in excess of the Threshold, and (B) in no event will the aggregate liability of an individual Seller for all Losses resulting from breaches of such Seller’s Seller Individual Representations and the representations and warranties of the Company exceed an amount equal to such Seller’s Pro Rata Share of the Cap, and (C) in no event will Sellers’ aggregate liability for all Losses resulting from breaches of representations and warranties of Seller Sellers or each the Company exceed an amount equal to US $5,000,00040,625,000 (the “Cap”). With respect to any Losses related to a breach of representation and warranty of Buyer Buyer, Merger Sub or the SPACSPAC which are otherwise indemnifiable pursuant to this Section 9.1, (CD) Buyer Buyer, Merger Sub and the SPAC will have liability for such Losses only if the aggregate amount of all Losses exceeds the Threshold, in which case Buyer Buyer, Merger Sub and the SPAC will indemnify Seller Sellers and their related indemnitees for all such Losses in excess of the Threshold, (DE) in no event will Buyer’s, Mxxxxx Sub’s and the SPAC’s aggregate liability for all Losses exceed an amount equal to the Purchase Price, and (EF) no recovery of Losses incurred by Seller Sellers or their related indemnitees may be made from the Escrow Account as set out more fully in Section 6.11. (iii) The limitations set forth in Section 9.1(d)(ii) will not apply to any Losses (A) incurred by Buyer as a result of Seller’s Sellers’ failure to comply with covenants made in this Agreement or breach of any Seller Excluded Representations (other than the Tax Representations), and (B) incurred by Seller Sellers as a result of Buyer Buyer, Merger Sub or the SPAC’s failure to comply with covenants made in this Agreement or breach of any Buyer Excluded Representations. (iv) Notwithstanding anything in this Agreement to the contrary, in no event will any Seller have any liability for indemnification obligations or otherwise arising under, relating to, or in connection with, this Agreement for any amount, individually or in the aggregate, in excess of the amount equal to the lesser of the following: (A) the product of (x) such Seller’s Pro Rata Share and (y) the Purchase Price; or (B) if applicable to such Seller, its the then-current value of such Seller’s Pro Rata Share of the Merger Consideration as of the date of the indemnification claim to the extent such Seller has not sold the underlying shares prior to such date with (1) each Buyer Exchangeable Share deemed to have a value equal to (x) the number of SPAC Subordinate Voting Shares into which such Buyer Exchangeable Share is convertible as of such determination date multiplied by the closing trading price for a SPAC Subordinate Voting Share on the principal securities exchange on which such security is traded on the date immediately preceding such determination date, and (B) each SPAC Subordinate Voting Share shall be valued at the closing trading price for a SPAC Subordinate Voting Share on the principal securities exchange on which such security is traded on the date immediately preceding such determination date. (v) Sellers, their related indemnitees and their respective Affiliates, including the Acquired Companies, will have no recourse against the Escrow Account for any indemnifiable Losses suffered by them as set out more fully in Section 6.11. (vi) Each Seller will be liable under Section 9.1(b)(ii) only for such Seller’s own breach of such Seller’s Seller Individual Representations or breach of or failure to comply with covenants or agreements of such Seller contained in this Agreement and no Seller will be liable under Section 9.1(b)(ii) for any other Seller’s breach or inaccuracy of such other Seller’s Seller Individual Representations or breach of or failure to comply with covenants or agreements of such other Seller contained in this Agreement.