Common use of Limitations on Liability of Sellers Clause in Contracts

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) Purchaser and the Purchaser Indemnified Persons shall have the right to payment by any Sellers under: (i) Section 10.2(a)(i) (other than with respect to any inaccuracy or breach of the Tax Warranty) and Section 10.2(a)(iv) only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any particular inaccuracy or breach, indemnifiable Losses in excess of One Million Dollars ($1,000,000) and (B) as to all inaccuracies and breaches, aggregate indemnifiable Losses in excess of one percent (1%) of the Allocated Purchase Price for the Acquired Companies, and then only for the amount of such excess (subject to the further limitation in clause (A) of this Section 10.4(a)(i)); provided, however, that with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, the limitation set forth in clause (A) of this Section 10.4(a)(i) shall not apply and in place thereof the limitations set forth in Section 10.4(a)(ii) shall apply; (ii) Section 10.2(a)(i) with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any of the Acquired Companies identified on Schedule 1 attached to the Additional Representations Certificate, aggregate indemnifiable Losses in excess of Ten Million Dollars ($10,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses, or (B) as to any of the Acquired Companies identified on Schedule 2 attached to the Additional Representations Certificate, indemnifiable Losses in excess of Twenty Five Million Dollars ($25,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses; and (iii) Section 10.2(a)(v) and, with respect to the Tax Warranty only, Section 10.2(a)(i) only if, and only to the extent that, in respect of the Acquired Companies in any one country, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Losses with respect to such Taxes or the Tax Warranty, as applicable, in excess of Five Million Dollars ($5,000,000) in respect of the Acquired Companies in any such country and then for the full amount of such indemnifiable Losses. (b) Subject to the limitations set forth in this Article X, no Seller shall, nor shall the Sellers, as a whole, be responsible for any particular indemnification claim pursuant to Section 10.2 insofar as such claim relates to a particular Acquired Company for an amount that exceeds the product of (i) the amount of such indemnification claim otherwise payable pursuant to this Article X and (ii) the Sellers Allocation Percentage applicable to such Initial Acquired Company or Subsequent Acquired Company. (c) Sellers shall not, as a whole, have any liability under or in connection with this Agreement or the transactions contemplated hereby or the Additional Representations Certificate (including under Section 10.2 or otherwise for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason) in excess of, as to all representations, warranties, covenants, obligations and other reasons, the Aggregate Sellers Allocated Payments. (d) Sellers will only be liable for actual Losses, and in no event shall Sellers have any liability for special, speculative, punitive, indirect, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to indemnification or other claims hereunder except to the extent such special, speculative, punitive, indirect, consequential or multiple-based damages or lost profits or damages in respect of lost business opportunities damages are claimed by any third party against Purchaser or a Purchaser Indemnified Person. (e) The sole and exclusive liability and responsibility of Sellers to Purchaser under or in connection with this Agreement or the transactions contemplated hereby or in the Additional Representations Certificate (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), and the sole and exclusive remedy of Purchaser with respect to any of the foregoing, shall be as set forth in this Article X (other than with respect to fraud). Other than pursuant to this Article X, Purchaser on behalf of itself and its Representatives hereby waives and releases, to the fullest extent permitted under applicable Law, any and all rights (including any other right to indemnification, contribution or recovery), claims and causes of action (including those of any nature, known or unknown, or based on any legal theory, whether common law or any statute (including any Environmental Law), contract, tort or other legal theory) it may have against Sellers or any of their respective directors, officers, employees, agents, stockholders or Affiliates arising from or relating to the negotiation or subject matter of this Agreement or the Additional Representations Certificate arising under or based upon any applicable Law, rule, regulation, Order, judgment or decree. (f) In no event shall any Seller have any liability for any claims by or with respect to any past, current or future employees of any Initial Acquired Company or Subsequent Acquired Company (or for any Losses relating thereto) which are first made after the Initial Closing or any Subsequent Closing, as the case may be, including any claims that arise out of or in connection with (i) any injuries to, or deaths or illnesses of, such employees or (ii) any severance or other claims related to the termination of such employees. (g) Except as provided in Section 6.3(b) and for the indemnity referred to in Section 10.2(a)(viii), Sellers shall have no liability or obligation to indemnify Purchaser for any Losses incurred or suffered by Purchaser arising out of any matter that is disclosed on the Financial Statements (or as otherwise disclosed in Schedule 4.5) and to which Purchaser is entitled to be indemnified pursuant to this Article X unless and solely to the extent to which the amount of the damages from such Losses exceeds the Final Loss Contingencies and Impairment Losses. (h) In no event shall any Seller have any liability or obligation to indemnify Purchaser or any Purchaser Indemnified Person for any claims relating to any Non-Transferred Company except pursuant to Section 10.2(a)(iii). (i) Sellers shall have no liability for Taxes under this Article X as to matters resulting from or arising out of activities of Purchaser or its Affiliates on or after the applicable Closing and to the extent that such liability arises primarily from or is attributable to the breach by Purchaser of its obligations under this Agreement.

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) Purchaser and the Purchaser Indemnified Persons shall have the right to payment by any Sellers under: (i) Section SECTION 10.2(a)(i) (other than with respect to any inaccuracy or breach of the Tax Warranty) and Section SECTION 10.2(a)(iv) only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any particular inaccuracy or breach, indemnifiable Losses in excess of One Million Dollars ($1,000,000) and (B) as to all inaccuracies and breaches, aggregate indemnifiable Losses in excess of one percent (1%) of the Allocated Purchase Price for the Acquired Companies, and then only for the amount of such excess (subject to the further limitation in clause CLAUSE (A) of this Section SECTION 10.4(a)(i)); providedPROVIDED, howeverHOWEVER, that with respect to any inaccuracy or breach of a representation or warranty set forth in Sections SECTIONS 4.10, 4.12, or 4.13, the limitation set forth in clause CLAUSE (A) of this Section SECTION 10.4(a)(i) shall not apply and in place thereof the limitations set forth in Section SECTION 10.4(a)(ii) shall apply; (ii) Section SECTION 10.2(a)(i) with respect to any inaccuracy or breach of a representation or warranty set forth in Sections SECTIONS 4.10, 4.12, or 4.13, only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any of the Acquired Companies identified on Schedule 1 attached to the Additional Representations Certificate, aggregate indemnifiable Losses in excess of Ten Million Dollars ($10,000,000), and then, subject to the limitation in clause CLAUSE (B) of Section SECTION 10.4(a)(i), for the full amount of such indemnifiable Losses, or (B) as to any of the Acquired Companies identified on Schedule 2 attached to the Additional Representations Certificate, indemnifiable Losses in excess of Twenty Five Million Dollars ($25,000,000), and then, subject to the limitation in clause CLAUSE (B) of Section SECTION 10.4(a)(i), for the full amount of such indemnifiable Losses; and (iii) Section SECTION 10.2(a)(v) and, with respect to the Tax Warranty only, Section SECTION 10.2(a)(i) only if, and only to the extent that, in respect of the Acquired Companies in any one country, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Losses with respect to such Taxes or the Tax Warranty, as applicable, in excess of Five Million Dollars ($5,000,000) in respect of the Acquired Companies in any such country and then for the full amount of such indemnifiable Losses. (b) Subject to the limitations set forth in this Article ARTICLE X, no Seller shall, nor shall the Sellers, as a whole, be responsible for any particular indemnification claim pursuant to Section SECTION 10.2 insofar as such claim relates to a particular Acquired Company for an amount that exceeds the product of (i) the amount of such indemnification claim otherwise payable pursuant to this Article ARTICLE X and (ii) the Sellers Allocation Percentage applicable to such Initial Acquired Company or Subsequent Acquired Company. (c) Sellers shall not, as a whole, have any liability under or in connection with this Agreement or the transactions contemplated hereby or the Additional Representations Certificate (including under Section SECTION 10.2 or otherwise for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason) in excess of, as to all representations, warranties, covenants, obligations and other reasons, the Aggregate Sellers Allocated Payments. (d) Sellers will only be liable for actual Losses, and in no event shall Sellers have any liability for special, speculative, punitive, indirect, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to indemnification or other claims hereunder except to the extent such special, speculative, punitive, indirect, consequential or multiple-based damages or lost profits or damages in respect of lost business opportunities damages are claimed by any third party against Purchaser or a Purchaser Indemnified Person. (e) The sole and exclusive liability and responsibility of Sellers to Purchaser under or in connection with this Agreement or the transactions contemplated hereby or in the Additional Representations Certificate (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), and the sole and exclusive remedy of Purchaser with respect to any of the foregoing, shall be as set forth in this Article ARTICLE X (other than with respect to fraud). Other than pursuant to this Article ARTICLE X, Purchaser on behalf of itself and its Representatives hereby waives and releases, to the fullest extent permitted under applicable Law, any and all rights (including any other right to indemnification, contribution or recovery), claims and causes of action (including those of any nature, known or unknown, or based on any legal theory, whether common law or any statute (including any Environmental Law), contract, tort or other legal theory) it may have against Sellers or any of their respective directors, officers, employees, agents, stockholders or Affiliates arising from or relating to the negotiation or subject matter of this Agreement or the Additional Representations Certificate arising under or based upon any applicable Law, rule, regulation, Order, judgment or decree. (f) In no event shall any Seller have any liability for any claims by or with respect to any past, current or future employees of any Initial Acquired Company or Subsequent Acquired Company (or for any Losses relating thereto) which are first made after the Initial Closing or any Subsequent Closing, as the case may be, including any claims that arise out of or in connection with (i) any injuries to, or deaths or illnesses of, such employees or (ii) any severance or other claims related to the termination of such employees. (g) Except as provided in Section SECTION 6.3(b) and for the indemnity referred to in Section SECTION 10.2(a)(viii), Sellers shall have no liability or obligation to indemnify Purchaser for any Losses incurred or suffered by Purchaser arising out of any matter that is disclosed on the Financial Statements (or as otherwise disclosed in Schedule SCHEDULE 4.5) and to which Purchaser is entitled to be indemnified pursuant to this Article ARTICLE X unless and solely to the extent to which the amount of the damages from such Losses exceeds the Final Loss Contingencies and Impairment Losses. (h) In no event shall any Seller have any liability or obligation to indemnify Purchaser or any Purchaser Indemnified Person for any claims relating to any Non-Transferred Company except pursuant to Section SECTION 10.2(a)(iii). (i) Sellers shall have no liability for Taxes under this Article ARTICLE X as to matters resulting from or arising out of activities of Purchaser or its Affiliates on or after the applicable Closing and to the extent that such liability arises primarily from or is attributable to the breach by Purchaser of its obligations under this Agreement.

Limitations on Liability of Sellers. Notwithstanding any other provision of anything to the contrary stated in this Agreement: (a) Purchaser a breach of any representation or warranty of Sellers in this Agreement (or in any certificate delivered in connection with this Agreement), subject to the provisions of Section 9.1, in connection with any single item or group of related items that results in Losses of less than $250,000 shall be deemed, for all purposes of this Article IX not to be a breach of such representation or warranty; provided, however, that the limitation set forth in this Section 9.4(a) shall not apply to Losses arising from a breach of Sellers’ representations and the Purchaser Indemnified Persons shall have the right to payment by any Sellers under: (i) Section 10.2(a)(i) (other than warranties contained in Sections 3.1, 3.2, 3.6, 4.3(a), and, solely with respect to any inaccuracy or breach Taxes resulting from the income of the Tax Warranty) and Company, Section 10.2(a)(iv) only if4.7 (or in any certificate delivered in connection herewith, and only to the extent thatrelating to Sellers’ representations and warranties contained in Sections 3.1, Purchaser and 3.2, 3.6, 4.3(a), and, solely with respect to Taxes resulting from the Purchaser Indemnified Persons income of the Company, Section 4.7); (b) Sellers shall have no liability arising out of or relating to Section 9.2(a)(i) except if the aggregate Losses actually incurred or suffered (A) as to any particular inaccuracy or breach, indemnifiable Losses in excess of One Million Dollars ($1,000,000) and (B) as to all inaccuracies and breaches, aggregate indemnifiable Losses in excess of by the Buyer Indemnified Parties thereunder exceed one percent (1%) of the Allocated Base Purchase Price for the Acquired Companies(and then, and then only for the amount of such excess (subject to Section 9.4(c), only to the further limitation in clause (A) of this Section 10.4(a)(i)extent such aggregate Losses exceed such amount); provided, however, that with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, the limitation set forth in clause (A) of this Section 10.4(a)(i9.4(b) shall not apply to Losses arising from a breach of Sellers’ representations and warranties contained in place thereof Sections 3.1, 3.2, 3.6, 4.3(a), and, solely with respect to Taxes resulting from the limitations set forth income of the Company, Section 4.7 (or in any certificate delivered in connection herewith, to the extent relating to Sellers’ representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.3(a), and, solely with respect to Taxes resulting from the income of the Company, Section 10.4(a)(ii) shall apply4.7); (iic) in no event shall Sellers’ aggregate liability arising out of or relating to Sections 9.2(a)(i), 9.2(a)(ii) (only with respect to a breach of Sellers’ indemnity obligation under Section 10.2(a)(i7.3(a) with respect to non-income Taxes) or Section 10.2 exceed five percent (5%) of the Base Purchase Price; provided, however, that only with respect to Section 3.1, Section 3.2, Section 3.6, Section 4.3(a) and, solely with respect to Taxes resulting from the income of the Company, Section 4.7, and any inaccuracy or liability arising under Section 9.2(a)(ii) with respect to a breach of a representation or warranty set forth Seller’s indemnity obligation under Section 7.3(a) with respect to income Taxes, each Seller shall be individually liable for Losses arising from its breach in Sections 4.10, 4.12, or 4.13, only if, an amount not to exceed 60% of the Base Purchase Price in the case of SGR and only 40% of the Base Purchase Price in the case of SPE; (d) no Buyer Indemnified Party shall be entitled to indemnification under Section 9.2(a) to the extent that, Purchaser and Buyer has otherwise been compensated by reasons of adjustments (pursuant to Section 2.5) in the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any calculation of the Acquired Companies identified on Schedule 1 attached Purchase Price relative to the Additional Representations Certificate, aggregate indemnifiable Losses in excess of Ten Million Dollars ($10,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of what it would have been absent such indemnifiable Losses, or (B) as to any of the Acquired Companies identified on Schedule 2 attached to the Additional Representations Certificate, indemnifiable Losses in excess of Twenty Five Million Dollars ($25,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses; and (iii) Section 10.2(a)(v) and, with respect to the Tax Warranty only, Section 10.2(a)(i) only if, and only to the extent that, in respect of the Acquired Companies in any one country, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Losses with respect to such Taxes or the Tax Warranty, as applicable, in excess of Five Million Dollars ($5,000,000) in respect of the Acquired Companies in any such country and then for the full amount of such indemnifiable Losses. (b) Subject to the limitations set forth in this Article X, no Seller shall, nor shall the Sellers, as a whole, be responsible for any particular indemnification claim pursuant to Section 10.2 insofar as such claim relates to a particular Acquired Company for an amount that exceeds the product of (ie) the amount of such any Losses subject to indemnification claim otherwise payable pursuant to under this Article X and (ii) the Sellers Allocation Percentage applicable to such Initial Acquired Company or Subsequent Acquired Company. (c) Sellers shall not, as a whole, have any liability under or in connection with this Agreement or the transactions contemplated hereby or the Additional Representations Certificate (including under Section 10.2 or otherwise for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason) in excess of, as to all representations, warranties, covenants, obligations and other reasons, the Aggregate Sellers Allocated Payments. (d) Sellers will only be liable for actual Losses, and in no event shall Sellers have any liability for special, speculative, punitive, indirect, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to indemnification or other claims hereunder except to the extent such special, speculative, punitive, indirect, consequential or multiple-based damages or lost profits or damages in respect of lost business opportunities damages are claimed by any third party against Purchaser or a Purchaser Indemnified Person. (e) The sole and exclusive liability and responsibility of Sellers to Purchaser under or in connection with this Agreement or the transactions contemplated hereby or in the Additional Representations Certificate (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), and the sole and exclusive remedy of Purchaser with respect to any of the foregoing, IX shall be as set forth in this Article X (other than with respect to fraud). Other than pursuant to this Article X, Purchaser on behalf of itself and its Representatives hereby waives and releases, to the fullest extent permitted under applicable Law, any and all rights (including any other right to indemnification, contribution reduced or recovery), claims and causes of action (including those of any nature, known or unknown, or based on any legal theory, whether common law or any statute (including any Environmental Law), contract, tort or other legal theory) it may have against Sellers or any of their respective directors, officers, employees, agents, stockholders or Affiliates arising from or relating to the negotiation or subject matter of this Agreement or the Additional Representations Certificate arising under or based upon any applicable Law, rule, regulation, Order, judgment or decree. (f) In no event shall any Seller have any liability for any claims by or with respect to any past, current or future employees of any Initial Acquired Company or Subsequent Acquired Company (or for any Losses relating thereto) which are first made after the Initial Closing or any Subsequent Closingreimbursed, as the case may be, including by any claims that arise out of Third Party insurance proceeds, recoveries, or in connection available net Tax Benefits received or realized by the relevant Buyer Indemnified Party or Seller Indemnified Party, as applicable with (i) any injuries respect to such Losses. Buyer and Seller shall, and shall cause the Buyer Indemnified Parties and Seller Indemnified Parties, as applicable, to, use commercially reasonable efforts to collect any amounts available under such Third Party insurance coverage and from any Person alleged to have responsibility and to realize any available net Tax Benefits. If a Buyer Indemnified Party or deaths Seller Indemnified Party, as applicable, receives an amount under Third Party insurance coverage or illnesses of, such employees from a Third Party or (ii) realizes any severance or other claims related net Tax Benefit with respect to Losses that were the termination subject of such employees. (g) Except as provided in Section 6.3(b) and for the indemnity referred to in Section 10.2(a)(viii), Sellers shall have no liability or obligation to indemnify Purchaser for any Losses incurred or suffered by Purchaser arising out of any matter that is disclosed on the Financial Statements indemnification under this Article IX (or under Article VII) at any time subsequent to indemnification provided hereunder, then such Buyer Indemnified Party or Seller Indemnified Party, as otherwise disclosed in Schedule 4.5) and to which Purchaser is entitled to be indemnified pursuant to this Article X unless and solely applicable, shall promptly reimburse Sellers to the extent to which of the amount of the damages from such Losses exceeds the Final Loss Contingencies and Impairment Lossesreceived. (h) In no event shall any Seller have any liability or obligation to indemnify Purchaser or any Purchaser Indemnified Person for any claims relating to any Non-Transferred Company except pursuant to Section 10.2(a)(iii). (i) Sellers shall have no liability for Taxes under this Article X as to matters resulting from or arising out of activities of Purchaser or its Affiliates on or after the applicable Closing and to the extent that such liability arises primarily from or is attributable to the breach by Purchaser of its obligations under this Agreement.

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) Purchaser and The Sellers shall be liable to the Purchaser Indemnified Persons shall have the right to payment by any Sellers under: (i) Section 10.2(a)(i) (other than Parties with respect to any inaccuracy or breach of the Tax Warranty) and claims for indemnification pursuant to Section 10.2(a)(iv9.2(a) only ifat such time as, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any particular inaccuracy or breach, aggregate amount of all indemnifiable Losses in excess of One Million Dollars hereunder exceeds $75,000 ($1,000,000) and (B) as to all inaccuracies and breaches, aggregate indemnifiable Losses in excess of one percent (1%) of the Allocated Purchase Price for the Acquired Companies, and then only for the amount of such excess (subject to the further limitation in clause (A) of this Section 10.4(a)(i“Deductible”)); provided, however, that with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, the limitation set forth in clause (A) of this Section 10.4(a)(i) shall not apply and in place thereof the limitations set forth in Section 10.4(a)(ii) shall apply; (ii) Section 10.2(a)(i) with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, only if, and only if and to the extent that, Purchaser and that the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any of the Acquired Companies identified on Schedule 1 attached to the Additional Representations Certificate, aggregate indemnifiable Losses in excess of Ten Million Dollars ($10,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses, individually or (B) as to any a series of the Acquired Companies identified on Schedule 2 attached to the Additional Representations Certificaterelated claims, indemnifiable Losses is in excess of Twenty Five Million Dollars ($25,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses; and (iii) Section 10.2(a)(v) and, with respect to the Tax Warranty only, Section 10.2(a)(i) only if, and only to the extent that, in respect of the Acquired Companies in any one country, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Losses with respect to such Taxes or the Tax Warranty, as applicable, in excess of Five Million Dollars ($5,000,000) in respect of the Acquired Companies in any such country and then for the full amount of such indemnifiable Losses10,000. (b) Subject With respect to claims for indemnification pursuant to Sections 9.2(a) or 9.2(b)(i), except for claims for indemnification for breaches by the Companies or a Seller of the Fundamental Representations, the maximum aggregate liability of each Seller to the limitations set forth in this Article X, no Seller shall, nor Purchase Indemnified Parties shall equal such Seller’s Pro-Rata Share of $2,750,000 (the Sellers, as a whole, be responsible for any particular indemnification claim pursuant “General Cap”). With respect to Section 10.2 insofar as such claim relates to a particular Acquired Company for an amount that exceeds the product of (i) the amount of such claims for indemnification claim otherwise payable pursuant to this Article X (A) Section 9.2(a) or Section 9.2(b)(i) for breaches by the Companies or a Seller of the Fundamental Representations, as applicable, or (B) Section 9.2(b)(ii), and (ii) any other claims for indemnification other than as described in the Sellers Allocation Percentage applicable first sentence of this Section 9.4(b), the maximum aggregate liability of each Seller to the Purchaser Indemnified Parties shall equal such Initial Acquired Company or Subsequent Acquired CompanySeller’s Pro-Rata Share of $2,750,000 (the “Fundamental Cap”). (c) Any payments required to be made by the Sellers to any of the Purchaser Indemnified Parties pursuant to this Article 9 shall notfirst be satisfied from the Holdback Amount. Notwithstanding the foregoing, as a wholethe Purchaser Indemnified Parties may only recover for indemnifiable Losses described in Section 9.2(b) against the Holdback Amount up to an amount equal to such breaching Seller’s Pro-Rata Share of the Holdback Amount remaining at the time such claim is finally resolved. (d) Following the Closing, have any the sole and exclusive liability of the Sellers to the Purchaser Indemnified Parties and the sole and exclusive remedy of the Purchaser Indemnified Parties against the Sellers, under or in connection with this Agreement or the transactions contemplated hereby or the Additional Representations Certificate (including under Section 10.2 or otherwise for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant representation or obligation warranty, for failure to perform any covenant, for claims of, or causes of action arising from, fraud or for any other reason) in excess of, as to all representations, warranties, covenants, shall be the obligations of and other reasons, the Aggregate Sellers Allocated Payments. (d) Sellers will only be liable for actual Losses, and in no event shall Sellers have any liability for special, speculative, punitive, indirect, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard rights to indemnification or other claims hereunder except to the extent such special, speculative, punitive, indirect, consequential or multiple-based damages or lost profits or damages in respect of lost business opportunities damages are claimed by any third party against Purchaser or a Purchaser Indemnified Person. (e) The sole and exclusive liability and responsibility of Sellers to Purchaser under or in connection with this Agreement or the transactions contemplated hereby or in the Additional Representations Certificate (including for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), and the sole and exclusive remedy of Purchaser with respect to any of the foregoing, shall be as set forth in this Article X (other than with respect to fraud)9. Other than pursuant to Notwithstanding the foregoing, this Article X, Purchaser on behalf of itself and its Representatives hereby waives and releases, to 9 shall not prevent or restrict the fullest extent permitted under applicable Law, any and all rights (including any other right to indemnification, contribution or recovery), claims and causes of action (including those of any nature, known or unknown, or based on any legal theory, whether common law or any statute (including any Environmental Law), contract, tort or other legal theory) it may have against Sellers or any party to obtain injunctive relief following the Closing from a court of their respective directors, officers, employees, agents, stockholders or Affiliates arising from or relating to the negotiation or subject matter of this Agreement or the Additional Representations Certificate arising under or based upon any applicable Law, rule, regulation, Order, judgment or decreecompetent jurisdiction. (f) In no event shall any Seller have any liability for any claims by or with respect to any past, current or future employees of any Initial Acquired Company or Subsequent Acquired Company (or for any Losses relating thereto) which are first made after the Initial Closing or any Subsequent Closing, as the case may be, including any claims that arise out of or in connection with (i) any injuries to, or deaths or illnesses of, such employees or (ii) any severance or other claims related to the termination of such employees. (g) Except as provided in Section 6.3(b) and for the indemnity referred to in Section 10.2(a)(viii), Sellers shall have no liability or obligation to indemnify Purchaser for any Losses incurred or suffered by Purchaser arising out of any matter that is disclosed on the Financial Statements (or as otherwise disclosed in Schedule 4.5) and to which Purchaser is entitled to be indemnified pursuant to this Article X unless and solely to the extent to which the amount of the damages from such Losses exceeds the Final Loss Contingencies and Impairment Losses. (h) In no event shall any Seller have any liability or obligation to indemnify Purchaser or any Purchaser Indemnified Person for any claims relating to any Non-Transferred Company except pursuant to Section 10.2(a)(iii). (i) Sellers shall have no liability for Taxes under this Article X as to matters resulting from or arising out of activities of Purchaser or its Affiliates on or after the applicable Closing and to the extent that such liability arises primarily from or is attributable to the breach by Purchaser of its obligations under this Agreement.

Limitations on Liability of Sellers. Notwithstanding any other provision of this Agreement: (a) Purchaser and the Purchaser Indemnified Persons shall have the right to payment by any Sellers under: (i) under Section 10.2(a)(i) (other than with respect to any inaccuracy or breach of the Tax Warranty) and Section 10.2(a)(iv6.2(a) only if, and only to the extent that, if Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Damages that (Ai) as to any particular inaccuracy or breach, indemnifiable Losses claim under Section 6.2(a) are in excess of One Million Dollars ($1,000,000) EUR 10,000 and (Bii) as to all inaccuracies and breachesin the aggregate, aggregate indemnifiable Losses are in excess of one percent EUR 150,000, in which case Purchaser shall have the right to payment for all such aggregate Damages (1%) of in determining whether this aggregate threshold has been satisfied, only Damages exceeding the Allocated Purchase Price for per claim threshold set forth in the Acquired Companies, and then only for the amount of such excess (subject to the further limitation in preceding clause (Ai) of this Section 10.4(a)(i)shall be included); provided, howeverthat no such limitations in the preceding clauses (i) and (ii) shall apply to any claim for Damages related to a breach of any Fundamental Warranty, Tax Warranty or any representation contained in Sections 3.5(e) or 3.13(e); provided further, that with respect the thresholds set forth in the preceding clauses (i) and (ii) shall not apply to any inaccuracy or claim for Damages related to a breach of a representation or warranty set forth contained in Sections 4.103.12(a)(iv) or 3.13(c)(ii), 4.12, or 4.13, which shall be subject to the limitation set forth in clause (A) of this Section 10.4(a)(i) shall not apply and in place thereof the limitations threshold set forth in Section 10.4(a)(ii) shall apply; (ii) Section 10.2(a)(i) with respect to any inaccuracy or breach of a representation or warranty set forth in Sections 4.10, 4.12, or 4.13, only if, and only to the extent that, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered (A) as to any of the Acquired Companies identified on Schedule 1 attached to the Additional Representations Certificate, aggregate indemnifiable Losses in excess of Ten Million Dollars ($10,000,0006.11(b), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses, or (B) as to any of the Acquired Companies identified on Schedule 2 attached to the Additional Representations Certificate, indemnifiable Losses in excess of Twenty Five Million Dollars ($25,000,000), and then, subject to the limitation in clause (B) of Section 10.4(a)(i), for the full amount of such indemnifiable Losses; and (iii) Section 10.2(a)(v) and, with respect to the Tax Warranty only, Section 10.2(a)(i) only if, and only to the extent that, in respect of the Acquired Companies in any one country, Purchaser and the Purchaser Indemnified Persons shall have incurred or suffered Losses with respect to such Taxes or the Tax Warranty, as applicable, in excess of Five Million Dollars ($5,000,000) in respect of the Acquired Companies in any such country and then for the full amount of such indemnifiable Losses. (b) Subject to Sellers shall have no liability under Section 6.2(a) for a breach of a representation contained in Sections 3.12(a)(iv) or 3.13(c)(ii) unless Purchaser shall have incurred Damages that in the limitations set forth in this Article X, no Seller shall, nor shall the Sellers, as a whole, be responsible for any particular indemnification claim aggregate with all other claims pursuant to Section 10.2 insofar as such claim relates to a particular Acquired Company for an amount that exceeds the product of (i) the amount breach of such indemnification claim otherwise payable pursuant representation is in excess of EUR 150,000, in which case Purchaser shall have the right to this Article X and (ii) the Sellers Allocation Percentage applicable to payment for all such Initial Acquired Company or Subsequent Acquired Companyaggregate Damages. (c) Sellers shall not, as a whole, have any no liability under or in connection with this Agreement or the transactions contemplated hereby or the Additional Representations Certificate (including under Section 10.2 or otherwise for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason6.2(a) in excess of, as to all representations, warranties, covenants, obligations and other reasons, of the Aggregate Sellers Allocated Payments. (d) Sellers will only be liable for actual Losses, and in no event shall Sellers have any liability for special, speculative, punitive, indirect, consequential or multiple-based damages or for lost profits or lost business opportunities, with regard to indemnification or other claims hereunder except Holdback Amount minus amounts paid out from the escrow to the extent such special, speculative, punitive, indirect, consequential or multiple-based damages or lost profits or damages in respect of lost business opportunities damages are claimed by any third party against Purchaser or a Purchaser Indemnified Person. Founders pursuant to Sections 2.4(a) and (eb) The sole and exclusive liability and responsibility of Sellers to Purchaser under or in connection with this Agreement or the transactions contemplated hereby or in the Additional Representations Certificate (including except for any breach of or inaccuracy in any representation or warranty or for any breach of any covenant or obligation or for any other reason), and the sole and exclusive remedy of Purchaser with respect to any of the foregoing, shall be as set forth in this Article X (other than with respect to fraud). Other than pursuant to this Article X, Purchaser on behalf of itself and its Representatives hereby waives and releases, to the fullest extent permitted under applicable Law, any and all rights (including any other right to indemnification, contribution or recovery), claims and causes of action (including those of any nature, known or unknown, or based on any legal theory, whether common law or any statute (including any Environmental Law), contract, tort or other legal theory) it may have against Sellers or any of their respective directors, officers, employees, agents, stockholders or Affiliates arising Damages incurred from or relating to the negotiation or subject matter of this Agreement or the Additional Representations Certificate arising under or based upon any applicable Law, rule, regulation, Order, judgment or decree. (f) In no event shall any Seller have any liability for any claims by or with respect to any past, current or future employees of any Initial Acquired Company or Subsequent Acquired Company (or for any Losses relating thereto) which are first made after the Initial Closing or any Subsequent Closing, as the case may be, including any claims that arise out of or in connection with (i) fraud or willful misconduct (arglistige Täuschung) of a Seller, for which Purchaser’s right to recover any injuries tosuch Damages shall not be limited or subject to any cap, or deaths or illnesses of, such employees or (ii) a breach of any severance of the Individual Seller Warranties, for which each Minority Sellers’ liability shall be limited to its respective Proportionate Share of the Purchase Price, (iii) a breach of any representation contained in Section 3.5(e) hereof, for which each Founder’s liability shall be limited to (x) its respective Proportionate Share of the Purchase Price for any claim brought by a Purchaser Indemnified Party during the one hundred eighty (180) day period immediately following the Closing Date or other claims related (y) the Holdback Amount (minus amounts paid out from the escrow to the termination Founders pursuant to Sections 2.4(a) and (b)) for any claim brought by a Purchaser Indemnified Party after the expiration of such employeesone hundred eighty (180) day period and (iv) a breach of any Fundamental Warranty, Tax Warranty or any representation contained in Section 3.13(e) hereof, for which the Purchaser Indemnified Parties’ rights to recover any such Damages shall not be limited or subject to any cap. (gd) Except as provided Unless in Section 6.3(bthe case of fraud or willful misconduct (arglistige Täuschung) and for of a Minority Seller, the indemnity referred to in Section 10.2(a)(viii), Minority Sellers shall have under no liability or obligation to indemnify Purchaser circumstances be liable for any Losses incurred or suffered by Purchaser arising out breach of any matter that is disclosed on the Financial Statements (representation and warranty or as otherwise disclosed in Schedule 4.5) and to which Purchaser is entitled to be indemnified pursuant to this Article X unless and solely otherwise, except with respect to the extent to Individual Seller Warranties for which the amount liability of each of the damages from Minority Sellers shall be limited to such Losses exceeds Seller’s Proportionate Share of the Final Loss Contingencies and Impairment LossesPurchase Price. (he) In no event Any losses recovered by Purchaser pursuant to Article VI shall any Seller have any liability or obligation be limited to indemnify Purchaser or any Damages actually incurred by the respective Purchaser Indemnified Person for any claims relating to any Non-Transferred Company except pursuant to Section 10.2(a)(iii)Party. (i) Sellers shall have no liability for Taxes under this Article X as to matters resulting from or arising out of activities of Purchaser or its Affiliates on or after the applicable Closing and to the extent that such liability arises primarily from or is attributable to the breach by Purchaser of its obligations under this Agreement.