Common use of Limitations on Liability of the Sellers Clause in Contracts

Limitations on Liability of the Sellers. (a) Subject to Section 8.6(d) below, the Sellers shall have no liability under this Article VIII arising out of or relating to any Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches except if the aggregate Losses incurred by the Purchaser Indemnified Parties hereunder with respect thereto exceed $15,000,000 (the “Environmental Deductible”) (and then, only to the extent such aggregate Losses exceed $15,000,000). (b) Once the Purchaser Indemnified Parties have suffered total Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches in excess of the amount specified in Section 8.6(a), the Sellers shall have no liability under this Article VIII arising out of or relating to any Indemnifiable Assumed Liability or any Environmental Rep Breach that results in Losses of less than $25,000. (c) In no event shall the Sellers’ aggregate liability arising out of or relating to Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches incurred by the Purchaser Indemnified Parties exceed $150,000,000 (the “Environmental Cap”). (d) At the time that any Purchaser Indemnified Party makes any Purchaser Environmental Indemnity Claim that arises out of or is related to Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches that may reasonably be expected to be covered by Novacor’s indemnification obligations under the Novacor Agreement, the Sellers agree that at the Purchaser’s sole cost and expense, the Sellers shall bring a claim for indemnification against Novacor with respect to such Purchaser Environmental Indemnity Claim and pursue such claim against Novacor in good faith. If the Sellers receive any proceeds from Novacor as a result of pursuing such claim, the Sellers shall deliver such proceeds to the Purchaser, and no Losses will be attributed to the Environmental Deductible to the extent of such proceeds. If the Sellers do not receive any proceeds from Novacor as a result of such claim, the Losses incurred by the Purchaser Indemnified Parties associated with such Purchaser Environmental Indemnity Claim shall apply to the Environmental Deductible. (e) Any Losses incurred by the Purchaser Indemnified Parties related to Off-Site Disposal Activities shall be subject to the limitations set forth in Section 12.2(c) related to Other Retained Liabilities. (f) The Sellers shall have no liability under this Article VIII resulting from or arising out of any Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities for which a Purchaser Environmental Indemnity Claim is made by any Purchaser Indemnified Party after the tenth (10th) anniversary of the Closing Date.

Limitations on Liability of the Sellers. Notwithstanding any other provision of this Agreement: (a) Subject The Purchaser Indemnified Parties shall have the right to Section 8.6(d) below, payment by the Sellers shall have no liability under this Article VIII arising out of or relating Section 12.2(a) only if, and only to any Losses incurred by the extent that, the Purchaser Indemnified Parties for shall have incurred, (i) as to any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches except if the particular claim under Section 12.2(a), an indemnifiable Loss in excess of $25,000; and (ii) indemnifiable Losses in excess of $300,000 (in determining whether this aggregate Losses incurred by the Purchaser Indemnified Parties hereunder with respect thereto exceed $15,000,000 (the “Environmental Deductible”) (and thenthreshold has been satisfied, only Losses exceeding the per claim threshold set forth in the foregoing clause (i) shall be included); provided, that no such limitation shall apply to the extent such aggregate any claim for Losses exceed $15,000,000related to a breach of a Title and Authorization Warranty, a Tax Warranty, or a warranty set forth in Section 4.20(b). (b) Once the Purchaser Indemnified Parties have suffered total Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches in excess of the amount specified in Section 8.6(a), the Sellers shall have no liability under this Article VIII arising out of or relating to any Indemnifiable Assumed Liability or any Environmental Rep Breach that results in Losses of less than $25,000. (c) In no event shall the Sellers’ aggregate liability arising out of or relating to Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches incurred by the Purchaser Indemnified Parties exceed $150,000,000 (the “Environmental Cap”). (d) At the time that any Purchaser Indemnified Party makes any Purchaser Environmental Indemnity Claim that arises out of or is related to Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches that may reasonably be expected to be covered by Novacor’s indemnification obligations under the Novacor Agreement, the Sellers agree that at the Purchaser’s sole cost and expense, the Sellers shall bring a claim for indemnification against Novacor with respect to such Purchaser Environmental Indemnity Claim and pursue such claim against Novacor in good faith. If the Sellers receive any proceeds from Novacor as a result of pursuing such claim, the Sellers shall deliver such proceeds to the Purchaser, and no Losses will be attributed to the Environmental Deductible to the extent of such proceeds. If the Sellers do not receive any proceeds from Novacor as a result of such claim, the Losses incurred by the Purchaser Indemnified Parties associated with such Purchaser Environmental Indemnity Claim shall apply to the Environmental Deductible. (e) Any Losses incurred by the Purchaser Indemnified Parties related to Off-Site Disposal Activities shall be subject to the limitations set forth in Section 12.2(c) related to Other Retained Liabilities. (f) The Sellers shall have no liability under or otherwise in connection with this Article VIII resulting from Agreement or arising out the Related Agreements or the transactions contemplated hereby or thereby as to all representations and warranties, other than Title and Authorization Warranties and Tax Warranties, in excess of $2,500,000 (the “Cap”) in the aggregate; provided, however, that if Sellers are entitled to any Losses incurred Earnout Payment pursuant to Section 3.4(c), then the amount of the Cap shall be increased by an amount equal to 10% of such Earnout Payment. In the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities for which a Purchaser Environmental Indemnity Claim is made by event that any Purchaser Indemnified Party after the tenth (10th) anniversary had previously incurred a final Loss indemnifiable as determined in accordance with this Article XII and that was not paid by Sellers as a result of the Closing Dateoriginal Cap, then Purchaser shall be entitled to set-off the amount of such Loss in an amount not to exceed 10% of such Earnout Payment. (c) IN NO EVENT SHALL THE SELLERS OR ANY OF THEIR AFFILIATES HAVE ANY LIABILITY UNDER THIS AGREEMENT, ANY RELATED AGREEMENT OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY FOR SPECIAL, (d) EXCEPT FOR FRAUD, INTENTIONAL MISREPRESENTATION OR WILLFUL MISCONDUCT, THE SOLE AND EXCLUSIVE LIABILITY AND RESPONSIBILITY OF THE SELLERS AND THEIR AFFILIATES TO THE PURCHASER AND ITS AFFILIATES UNDER OR IN CONNECTION WITH THE ASSETS, THE BUSINESS, THE TRANSFERRED SHARES, THIS AGREEMENT, THE RELATED AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (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 THE PURCHASER AND ITS AFFILIATES WITH RESPECT TO ANY OF THE FOREGOING, SHALL BE AS SET FORTH IN THIS ARTICLE XII AND IN SECTION 6.8

Limitations on Liability of the Sellers. (a) Subject to Section 8.6(d) and Section 12.9 below, the Sellers shall have no liability under this Article VIII arising out of or relating to any Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches except if the aggregate Losses incurred by the Purchaser Indemnified Parties hereunder with respect thereto exceed $15,000,000 (the “Environmental Deductible”) (and then, only to the extent such aggregate Losses exceed $15,000,000). (b) Once Subject to Section 12.9, once the Purchaser Indemnified Parties have suffered total Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches in excess of the amount specified in Section 8.6(a), the Sellers shall have no liability under this Article VIII arising out of or relating to any Indemnifiable Assumed Liability or any Environmental Rep Breach that results in Losses of less than $25,000. (c) In Subject to Section 12.9, in no event shall the Sellers’ aggregate liability arising out of or relating to Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches incurred by the Purchaser Indemnified Parties exceed $150,000,000 (the “Environmental Cap”). (d) At the time that any Purchaser Indemnified Party makes any Purchaser Environmental Indemnity Claim that arises out of or is related to Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches that may reasonably be expected to be covered by Novacor’s indemnification obligations under the Novacor Agreement, the Sellers agree that at the Purchaser’s sole cost and expense, the Sellers shall bring a claim for indemnification against Novacor with respect to such Purchaser Environmental Indemnity Claim and pursue such claim against Novacor in good faith. If the Sellers receive any proceeds from Novacor as a result of pursuing such claim, the Sellers shall deliver such proceeds to the Purchaser, and no Losses will be attributed to the Environmental Deductible to the extent of such proceeds. If the Sellers do not receive any proceeds from Novacor as a result of such claim, the Losses incurred by the Purchaser Indemnified Parties associated with such Purchaser Environmental Indemnity Claim shall apply to the Environmental Deductible. (e) Any Losses incurred by the Purchaser Indemnified Parties related to Off-Site Disposal Activities shall be subject to the limitations set forth in Section 12.2(c) related to Other Retained Liabilities. (f) The Sellers shall have no liability under this Article VIII resulting from or arising out of any Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Polymers Assumed Liabilities for which a Purchaser Environmental Indemnity Claim is made by any Purchaser Indemnified Party after the tenth (10th) anniversary of the Polymers Closing Date. The Sellers shall have no liability under this Article VIII resulting from or arising out of any Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Base Chemicals Assumed Liabilities for which a Purchaser Environmental Indemnity Claim is made by any Purchaser Indemnified Party after the tenth (10th) anniversary of the Base Chemicals Closing Date.

Limitations on Liability of the Sellers. (a) Subject With respect to the matters described in Section 8.6(d) below8.1(a), the Sellers Purchaser Indemnified Parties shall have no liability under this Article VIII arising out of or relating not be entitled to recover any Losses incurred until the total of all such Losses suffered by the Purchaser Indemnified Parties exceeds $270,000 (the “Basket”), in which event the Purchaser Indemnified Parties will be entitled to indemnification for all Losses in excess of the amount of the Basket up to a maximum of $2,700,000 (the “Cap”); provided that neither the Basket nor the Cap shall apply to claims brought with respect to the Fundamental Representations. With respect to the matters described in Section 8.1(g), the Purchaser Indemnified Parties shall not be entitled to recover any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches except if Losses until the aggregate total of all such Losses incurred suffered by the Purchaser Indemnified Parties hereunder with respect thereto exceed exceeds $15,000,000 (the “Environmental Deductible”) (and then500,000, only to the extent such aggregate Losses exceed $15,000,000). (b) Once in which event the Purchaser Indemnified Parties have suffered will be entitled to indemnification for half of all such Losses in excess of $500,000; provided, however, that the total amount of Losses that the Purchaser Indemnified Parties may recover with respect to the matters described in Section 8.1(g) shall not exceed $1,500,000. For the avoidance of doubt, the separate limitations on Liability set forth in the immediately preceding sentence shall be deemed to limit Liability for Indemnifiable Assumed Liabilities all Losses arising as a result of an event covered by Section 8.1(g), notwithstanding that such event may also result in a breach of a representation and Environmental Rep Breaches warranty that causes Losses made the subject of Section 8.1(a). Moreover, Losses arising as a result of an event covered by Section 8.1(g) shall not be taken into account for purposes of determining whether the Cap has been met. Notwithstanding anything else to the contrary herein, the Purchaser Indemnified Parties shall not be entitled to recover any Losses in an aggregate amount in excess of the amount specified in Section 8.6(a), the Sellers shall have no liability under this Article VIII arising out of or relating to any Indemnifiable Assumed Liability or any Environmental Rep Breach that results in Losses of less than $25,000Purchase Price. (c) In no event shall the Sellers’ aggregate liability arising out of or relating to Losses for Indemnifiable Assumed Liabilities and Environmental Rep Breaches incurred by the Purchaser Indemnified Parties exceed $150,000,000 (the “Environmental Cap”). (d) At the time that any Purchaser Indemnified Party makes any Purchaser Environmental Indemnity Claim that arises out of or is related to Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities or any Environmental Rep Breaches that may reasonably be expected to be covered by Novacor’s indemnification obligations under the Novacor Agreement, the Sellers agree that at the Purchaser’s sole cost and expense, the Sellers shall bring a claim for indemnification against Novacor with respect to such Purchaser Environmental Indemnity Claim and pursue such claim against Novacor in good faith. If the Sellers receive any proceeds from Novacor as a result of pursuing such claim, the Sellers shall deliver such proceeds to the Purchaser, and no Losses will be attributed to the Environmental Deductible to the extent of such proceeds. If the Sellers do not receive any proceeds from Novacor as a result of such claim, the Losses incurred by the Purchaser Indemnified Parties associated with such Purchaser Environmental Indemnity Claim shall apply to the Environmental Deductible. (e) Any Losses incurred by the Purchaser Indemnified Parties related to Off-Site Disposal Activities shall be subject to the limitations set forth in Section 12.2(c) related to Other Retained Liabilities. (f) The Sellers shall have no liability under this Article VIII resulting from or arising out of any Losses incurred by the Purchaser Indemnified Parties for any Indemnifiable Assumed Liabilities for which a Purchaser Environmental Indemnity Claim is made by any Purchaser Indemnified Party after the tenth (10th) anniversary of the Closing Date.