Common use of Monetary Limitations Clause in Contracts

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (a) The Buyer will shall have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 10.2.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.2.1(b), unless the aggregate amount of all such Losses incurred or suffered by the Buyer Seller Indemnified Persons exceeds $200,000 (the “Threshold”) (at Threshold Amount, in which point case the Seller or Buyer will indemnify, as applicable shall indemnify the Seller Indemnified Persons or the Buyer Indemnified Persons for all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Buyer’s aggregate Liability in excess respect of Indemnification Claims arising from the Threshold). Subject breach of, or inaccuracy in, any representation or warranty pursuant to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”Section 10.2 1(a) and (ii) Indemnification Claims brought after Closing arising from the maximum aggregate liability breach of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall any covenant or agreement to be limited performed prior to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party Closing pursuant to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a10.2.1(b) will be paid not exceed Three Million Dollars ($3,000,000); provided, however, that the foregoing monetary limitations in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall 10.2.2 will not apply to (iIndemnification Claims pursuant to Sections 10.2.1(a) claims related to in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.1Sections 5.1 (Organization), 3.25.2 (Power and Authorization), 3.5, 3.12, 3.13 and 3.19; 5.4(e) (iiBreach of Organizational Documents) claims for indemnification or 5.6 (No Brokers). Indemnification Claims pursuant to any provision of Section 7 other than Sections 7.2(a)(i10.2.1(c) and 7.2(b)(ior 10.2.1(d); provided however, that the aggregate liability with respect or for Losses arising as described in clauses (i) and (ii) hereof shall from the breach of any covenant or agreement to be performed by the Buyer after the Closing pursuant to Section 10.2.l(b), are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party10.2.2.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will shall have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 10.1.1(a) or Losses arising from the breach of any covenant or agreement to be performed prior to Closing pursuant to Section 10.1.1(b) unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds [**] Dollars ($200,000 [**]) (the “ThresholdThreshold Amount”) (at ), in which point case the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or shall indemnify the Buyer Indemnified Persons for or all such Losses, including the Threshold Amount, and not only to the extent such Losses exceed the Threshold Amount, and the Seller’s aggregate Liability in excess respect of Indemnification Claims arising from the Threshold). Subject breach of, or inaccuracy in, any representation or warranty pursuant to paragraph Section 10.1.1(a) and Indemnification Claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 10.1.1(b) shall not exceed [**] Dollars (c$[**]) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Indemnity Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap). (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party Notwithstanding anything to the Buyer contrary in Section 10.1.2(a), the monetary limitations in this Section 10.1.2 shall not apply to Indemnification Claims pursuant to Sections 10.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Capital Structure), 3.3 (Power and Authorization), 3.4(e) (Noncontravention of Organizational Documents), 3.11 (Environmental Matters) 3.12 (No Brokers), 3.13 (Taxes) 4.2 (Power and Authorization) 4.4(e) (Noncontravention of Organizational Documents) and 4.6 (No Brokers) (said Sections 3.1, 3.2, 3.3, 3.4(e), 3.11, 3.12, 3.13, 4.2, 4.4(e) and 4.6 being hereinafter referred to collectively as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any “Fundamental Representations and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the SellerWarranties”). (c) Notwithstanding anything to the foregoing, the limitations on liability contrary in paragraphs (aSection 10.1.2(a) and (bSection 10.1.2(b) the Sellers aggregate Liability in respect of this Section 7.4 shall not apply to (i) claims related to breaches Indemnification Claims arising from the breach of or inaccuracies inaccuracy in the representations and or warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 3.5.1 (Litigation) and 3.19; Section 3.8.1(a) (iiContractual Obligations of the Company) claims for indemnification pursuant to Section 10.1.1(a), together with the Seller’s aggregate Liability for Indemnification Claims brought after the Closing arising from the breach of any provision of covenant or agreement to be performed prior to the Closing pursuant to Section 7 10.1.1(b) and Indemnification Claims arising from the breach of, or inaccuracy in, any other representation or warranty pursuant to Section 10.1.1(a), other than Sections 7.2(a)(i) in respect of the Fundamental Representations and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof Warranties shall not exceed [**] Dollars ($[**]) (the Purchase Price and provided further nothing herein shall “Special Indemnity Cap”). (d) Notwithstanding anything to the contrary in this Agreement, Indemnification Claims pursuant to Sections 10.1.1(c), 10.1.1(d) or 10.1.1(c), or for Losses arising from the breach of any covenant or agreement to be deemed performed by Seller after the Closing pursuant to limit an Indemnified Party’s ability Section 10.1.1(b) other than any breach of Sellers obligations under Section 3 of the Transition Services Agreement (i.e., Consulting Services) are not subject to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or of the monetary relief available for such claim. Subject to limitations in this Section 6.3(b)10.1.2, any including the Threshold Amount, the Indemnity Cap and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartySpecial Indemnity Cap.

Monetary Limitations. No amount of indemnity shall be payable by Seller in the case of a claim by any Buyer Indemnified Party under Section 10.2(b) or by the Buyer Parties in the case of a claim by a Seller Indemnified Party under Section 10.3(a) unless such Buyer Indemnified Party or Seller Indemnified Party has suffered or incurred Losses (a) The Buyer will have no without taking Seller’s obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pay 50% of certain of such Losses pursuant to Section 7.2 10.2(b) into account) consisting of damages aggregating in excess of Five Hundred Thousand U.S. Dollars ($500,000) (the “Threshold Amount”) whereupon such Buyer Indemnified Party or Seller Indemnified Party shall be entitled to claim indemnification for the full amount of its Losses as otherwise provided for in Section 10.2(b) or Section 10.3(a), as applicable, including the Threshold Amount, provided that in no event shall the aggregate indemnity amount payable by any Indemnifying Party under Article IX, Section 10.2(b) or Section 10.3(a) exceed 50% of the Total Purchase Price (the “Cap Amount”); provided, further, that no Buyer Indemnified Party or Seller Indemnified Party shall make an individual indemnity claim under Section 10.2(b) or Section 10.3(a), with respect to Losses a Loss that does not exceed Fifty Thousand U.S. Dollars ($50,000) (the “De Minimis Amount”); provided, however, that in applying the De Minimis Amount there shall be aggregated two or more claims arising from the breach of, same occurrence or inaccuracy in, any underlying facts which results in a Breach of the same representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Capwarranty. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (ai) The Buyer Purchaser will have no obligation to indemnify the Seller Indemnified Persons and Parties pursuant to Section 9.2(a)(i) in respect of Losses, nor shall such Losses be included in calculating the Seller aggregate Losses pursuant to Section 9.2(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Purchaser will have no obligation to indemnify the Buyer Seller Indemnified Persons Parties pursuant to Section 7.2 with 9.2(a)(i) in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Seller Indemnified Persons Parties exceeds $200,000 (the “Threshold”) [***] (at which point the Seller or Buyer Purchaser will indemnify, as applicable the indemnify Seller Indemnified Persons or the Buyer Indemnified Persons Parties for all such Losses in excess of such amount); provided, that the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) foregoing limitations will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (iia) claims for indemnification pursuant to Section 9.2(a)(i) in respect of breaches of, or inaccuracies in any provision Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Purchaser’s aggregate liability in respect of claims for indemnification pursuant to Section 7 other than Sections 7.2(a)(i9.2(a)(i) and 7.2(b)(i)will not exceed an aggregate amount equal to [***]; provided howeverprovided, that the aggregate liability with foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.2(a)(i) in respect Losses arising as described of breaches of, or inaccuracies in clauses any Fundamental Representation or (ib) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action claims based on upon fraud or intentional misrepresentation misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or the monetary relief available inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for such claim. Subject indemnification pursuant to Section 6.3(b9.2(a)(iii), any and all dollar Purchaser’s aggregate liability will not exceed amounts payable paid by an Indemnifying Party Purchaser to an Indemnified Party in connection with a claim for Losses Seller under any provision of this Agreement pursuant to Section 7 other than Section 7.1(a)(i2.1(b) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party2.5(a).

Monetary Limitations. Notwithstanding anything to the contrary in this Agreement, the Local Asset Sale Agreements and the License Agreement with respect to the Designated Sellers’ representations and warranties contained in this Agreement or any such agreements, the following limitations shall apply to the liability of the Seller and the other Designated Sellers pursuant to Article 9.1.1 (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, by the Seller or inaccuracy in, any of the other Designated Sellers of any representation or warranty described therein unless made by the Seller or any of the other Designated Sellers in this Agreement, the License Agreement or any Local Asset Sale Agreement, other than those representations made under Sections 4.1 (Organization and Corporate Power), 4.2 (Authorization; Binding Effect; No Breach), Clause 0 of Exhibit 4.3 (Transfer of the Shares), Clause 1 of Exhibit 4.3 (Title to Tangible Assets) and Clause 17 of Exhibit 4.3 (Sales of the Seller): (i) The Seller and the other Designated Sellers shall not have any liability until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons indemnifiable hereunder exceeds $200,000 one million US dollars (the “Threshold”) (at USD 1,000,000), following which point the Seller or Buyer will indemnifyshall be liable from the first US dollar; for the purpose of computing such one million amount, as applicable any Loss sustained in a currency other than the Seller Indemnified Persons or US Dollar shall be converted into US Dollars on the Buyer Indemnified Persons for all Losses in excess basis of the Threshold). Subject to paragraph exchange rate prevailing as of the date such Loss has been sustained as computed of the basis of such exchange rate as published in The Wall Street Journal as of such date; (cii) below, (i) the The maximum aggregate liability of the Seller for all claims by and the Buyer Indemnified Persons under 7.1(a)(i) for other Designated Sellers shall not exceed one hundred and sixty million United States dollars (US$160,000,000), except in relation to Losses resulting from a fraudulent conduct in which case the cap shall be limited to $3,500,000 (not apply and the “Cap”) and (ii) the maximum aggregate liability Liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) and the Designated Sellers resulting from such fraudulent conduct shall not be taken into account for Losses shall be limited to the Cap.purpose of calculating whether the cap has been reached; and (biii) Any The Seller and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party other Designated Sellers shall have no liability in connection with a claim for Losses under Section 6.1(aany particular event, fact or development unless and until the Loss indemnifiable hereunder and arising from such particular event, fact or development exceeds twenty thousand US dollars (USD 20,000) will be paid in cash by Seller in accordance with payment instructions provided by or the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) equivalent of this Section 7.4 shall not apply to (i) claims related to breaches amount in any other currency as computed on the basis of or inaccuracies the exchange rate prevailing as of the date the relevant Loss has been sustained as computed of the basis of such exchange rate as published in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision The Wall Street Journal as of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Partydate.

Monetary Limitations. (a) The Buyer will have no obligation Seller’s aggregate liability in respect of claims for indemnification pursuant to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons this Section 6 in respect of Losses arising pursuant to Section 7.2 with respect to 6.2(a) (except Losses arising from the breach in respect of breaches of, or inaccuracy inaccuracies in, any representation or warranty described therein unless set forth in subsections [*] will not exceed [*] of the aggregate amount of all such Losses incurred amounts actually paid or suffered payable by the Buyer Indemnified Persons exceeds $200,000 to Seller under Section 2.8 (Upfront Payments; Holdback Amount) (the “Threshold[*]”); provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) (at which point with respect to the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess remaining portion of the Threshold)[*]. Subject to paragraph (c) belowFurthermore, (i) the maximum Seller’s aggregate liability in respect of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to this Section 6 in respect of Losses arising (a) pursuant to Section 6.2(a) in respect of breaches of, or inaccuracies in, any provision representation or warranty set forth in subsections [*], or (b) pursuant to Section 6.2(b) in respect of a material breach by Seller of Sections [*], will not exceed [*] of the amounts actually paid or payable by Buyer to Seller under Section 7 other than Sections 7.2(a)(i2.8 (Upfront Payments; Holdback Amount) and 7.2(b)(i(the “[*]”); provided provided, however, that Buyer may not recover more than [*] of amounts actually paid to Seller pursuant to Section 2.8 and must setoff against any unpaid Holdback Amount pursuant to Section 6.9 (Buyer’s Right of Setoff) with respect to the remaining portion of the [*]. In addition, Buyer shall not be entitled to recovery for any Losses arising pursuant to Section 6.2(a) until the aggregate liability with value of all such Losses equals at least [*], in which case Buyer shall be entitled to recover the full amount of such Losses. Notwithstanding the foregoing, claims for indemnification pursuant to this Section 6 in respect of Losses arising as described pursuant to Section 6.2(a) in clauses respect of breaches of, or inaccuracies in, any representation or warranty set forth in the following Sections of this Agreement : 3.1 (i) Organization and Qualification), 3.2 (ii) hereof shall Authority to Perform the Agreement), and 3.3 (Tax Matters), are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available limitations set forth in this Section 6.3, nor are claims for such claim. Subject indemnification pursuant to Sections 6.2(b) (except as expressly provided otherwise above in this Section 6.3(b6.3), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i6.2(c), 6.2(d), 6.2(e) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party6.2(f).

Monetary Limitations. (a) The Buyer will Except with respect to Fraud, Sellers shall not have no any obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Parent under Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless 6.2(a)(i) until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons for which Sellers are obligated to indemnify Parent pursuant to Section 6.2(a)(i) exceeds $200,000 225,000 (the “ThresholdBasket”) (), at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons Sellers shall indemnify Parent for all such Losses in excess of the ThresholdBasket (subject to the Cap). Subject ; provided, however, that Sellers’ aggregate liability to paragraph (c) below, Parent (i) under Section 6.2(a)(i) shall not exceed the maximum Indemnification Escrow Cash Amount and (ii) under Section 6.2(a)(ii), Section 6.2(a)(iii) and Section 6.2(a)(iv) shall not exceed the sum of (x) the Indemnification Escrow Cash Amount plus (y) the aggregate liability value of the Seller for all claims by Deferred Consideration and the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 Earnout Consideration (collectively, the “Cap”). (b) Parent shall not have any obligation to indemnify Sellers under Section 6.2(b)(i) until the aggregate amount of all Losses for which Parent is obligated to indemnify Sellers pursuant to Section 6.2(b)(i) exceeds the Basket, at which point Parent shall indemnify Sellers for all such Losses in excess of the Basket (subject to the Cap) and (ii) the maximum Parent’s aggregate liability of Buyer for all claims by the Seller Indemnified Persons to Sellers under Section 7.1(b)(i6.2(b)(i) for Losses shall be limited to not exceed the Cap. (bc) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the SellerNO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, LOST PROFITS, PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES UNLESS CLAIMED BY A THIRD-PARTY AND SUBJECT TO AN INDEMNIFICATION OBLIGATION IN SUCH REGARD. (cd) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability Except with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed to Taxes, each of the Purchase Price and provided further nothing herein shall be deemed Parties agrees to limit an Indemnified Party’s ability take commercially reasonable steps to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject mitigate, subject to Section 6.3(b)compliance with applicable Laws, any Losses and all dollar amounts payable by an Indemnifying related expenses for which such Party to an Indemnified Party in connection with a claim for Losses seeks indemnification under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Partythis Agreement.

Monetary Limitations. (ai) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Purchaser Indemnified Persons Parties pursuant to Section 7.2 with 9.1(a)(i) in respect of Losses, nor shall such Losses be included in calculating the aggregate Losses pursuant to Section 9.1(b)(ii), other than Losses in excess of [***] resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances; provided, that the foregoing limitation will not apply to (a) claims for indemnification pursuant to Section 9.1(a)(i) in respect of breaches of, or inaccuracies in any Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (ii) Seller will have no obligation to indemnify Purchaser Indemnified Parties pursuant to Section 9.1(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until the aggregate amount of all such Losses incurred or suffered by Purchaser Indemnified Parties [***]; provided, that the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer foregoing limitations will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (iia) claims for indemnification pursuant to Section 9.1(a)(i) in respect of breaches of, or inaccuracies in any provision Fundamental Representation or (b) claims based upon fraud or intentional misrepresentation; (iii) Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 7 other than Sections 7.2(a)(i9.1(a)(i) and 7.2(b)(i)will not exceed an aggregate amount equal to [***]; provided howeverprovided, that the aggregate liability with foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 9.1(a)(i) in respect Losses arising as described of breaches of, or inaccuracies in clauses any Fundamental Representation or (ib) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action claims based on upon fraud or intentional misrepresentation misrepresentation; provided, further that for claims for indemnification pursuant to breaches of or the monetary relief available inaccuracies of Fundamental Representations (except with respect to claims based upon fraud) or claims for such claim. Subject indemnification pursuant to Section 6.3(b9.1(a)(iii), any and all dollar Seller’s aggregate liability will not exceed amounts payable paid by an Indemnifying Party Purchaser to an Indemnified Party in connection with a claim for Losses Seller under any provision of this Agreement pursuant to Section 7 other than Section 7.1(a)(i2.1(b) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party2.5(a).

Monetary Limitations. (ai) The No claim may be made against Seller for indemnification pursuant to Sections 10.02(a)(i) unless and until the aggregate of all claims for indemnification by Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect 10.02(a)(i) shall exceed $100,000 (the "Threshold Amount"), in which event Seller shall be liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to Losses arising claims for indemnification relating to Excluded Obligations, in each case for which Seller shall be responsible from dollar one, whether or not the breach of, or inaccuracy in, any representation or warranty described therein unless Threshold Amount has been reached; (ii) Buyer shall have no liability for its indemnification obligations under Section 10.03(a)(i) until the aggregate amount of all such Losses Liabilities incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses equals or exceeds the Threshold Amount, in which event Buyer shall be limited liable for all Liabilities from dollar one; it being understood and agreed that the foregoing Threshold Amount shall not apply to claims for indemnification relating to Assumed Liabilities, in each case for which Seller shall be responsible from dollar one, whether or not the Cap.Threshold Amount has been reached; (biii) Any and all dollar For the purposes of this Section 10.04(b), in computing such individual or aggregate amounts payable of claims, the amount of each claim shall take into account any insurance proceeds or other monetary compensation recovered or recoverable by the Seller as indemnified party. In no event shall any party be liable for indemnification hereunder in an Indemnifying Party to amount exceeding 50% of the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller.Non-Inventory Purchase Price; and (civ) Notwithstanding the foregoing, the limitations on liability set forth in paragraphs (a) and (b) of this Section 7.4 10.04(b) shall not apply to (iA) claims related to any breaches of or inaccuracies in the representations Sections 4.02, 4.06, 5.02, 5.06 and warranties set forth in Section 3.15.21, 3.2, 3.5, 3.12, 3.13 and 3.19; (iiB) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or gross negligence on the monetary relief available for such claim. Subject to part of an indemnifying party or (C) any claims arising under or governed by Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party12.01.

Monetary Limitations. (a) The Buyer Neither any Seller nor any Principal will have no any obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) in respect to of Losses arising from the breach of, or inaccuracy in, any representation representation, warranty or warranty statement described therein (or arising in respect of any Specified Liability) unless and until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) 500,000 (at which point the Seller or Buyer Sellers and the Principals will indemnify, as applicable the Seller Indemnified Persons or indemnify the Buyer Indemnified Persons for all such Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller such amount in accordance with payment instructions provided by the Buyerother provisions of this ARTICLE VII). Any The Sellers’ and all dollar amounts payable by the Buyer as an Indemnifying Party Principals’ aggregate liability in respect of claims for indemnification pursuant to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b7.01(a)(ii), Section 7.01(b)(ii), or Section 7.01(b)(v) will be paid not exceed $10 million. The limitations in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall immediately preceding two sentences will not apply to (ia) claims related for indemnification pursuant to Section 7.01(a)(ii) or Section 7.01(b)(ii) in respect of breaches of of, or inaccuracies in, any Seller Fundamental Representation or (b) claims for indemnification based upon fraud, intentional misrepresentation or intentional breach of any representation or warranty in ARTICLE III or ARTICLE IV. Subject to the representations and warranties set forth in Section 3.1immediately following sentence, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 7.01(a) or Section 7.01(b) (other than Sections 7.2(a)(iSection 7.01(a)(ii), Section 7.01(b)(ii), and Section 7.01(b)(v)) and 7.2(b)(iare not subject to the monetary limitations set forth in this Section 7.01(c); provided however. Notwithstanding anything to the contrary in this Agreement, that (x) in no event shall the aggregate liability with respect Losses arising as described in clauses (i) of the Principals and the Sellers under this ARTICLE VII and Section 8.01 exceed the Overall Indemnity Cap and (iiy) hereof in no event shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing aggregate liability of any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Principal under Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) 7.01 and Section 7.1(b)(i8.01 (when combined, without duplication with his Pro Rata Percentage of the Sellers’ liability under such provisions) will be paid exceed such Principal’s Pro-Rata Percentage of the Overall Indemnity Cap. Notwithstanding anything to the contrary in cash without deduction or set off by such Indemnifying Party this Agreement, no amounts distributed to Buyer out of the Escrow Cash Amount in accordance with payment instructions provided by the Indemnified PartyEscrow Agreement shall be applied against the $10 million limit described in the second sentence of this Section 7.01(c).

Monetary Limitations. (a) The Buyer Spectrum will have no obligation to indemnify the Seller Purchaser Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 14.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 14.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Buyer Purchaser Indemnified Persons exceeds $200,000 [***] (the “ThresholdIndemnity Basket”) (at which point Spectrum will indemnify the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Purchaser Indemnified Persons for all such Losses in excess of the Thresholdexceeding [***]). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on Spectrum’s liability in paragraphs (arespect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty contained in Sections 7.10, 7.12, 7.14, 7.15 and 7.16 shall not exceed the amount recovered by Spectrum from Bayer under Bayer’s indemnification obligations in the Bayer Agreement. Further, Spectrum’s aggregate liability in respect of claims for indemnification arising from the breach of, or inaccuracy in, any representation or warranty pursuant to Section 14.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed by Spectrum hereunder pursuant to Section 14.1.1(b), will not exceed [***] (b) of such amount, the “Maximum Indemnity Cap”). The monetary limitations contained in this Section 7.4 shall 14.1.2 will not apply to (i1) claims related for indemnification pursuant to Section 14.1.1(a) in respect of breaches of of, or inaccuracies in in, the representations and warranties set forth in Section 3.1the following Sections of this Agreement: 7.1 (Organization), 3.27.2 (Power and Authorization), 3.57.4(e) (Breach of Organizational Documents), 3.127.10 (Assets), 3.13 and 3.19; 7.14 (iiIntellectual Property), 7.23 (No Brokers) or 7.26 (Tax Matters), (2) claims for indemnification pursuant to Article 15 (Tax Matters) or (3) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall 14.1.1 are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party14.1.2.

Monetary Limitations. (a) The Buyer will Notwithstanding any other provision of this Agreement, except with respect to breaches of Fundamental Representations and in cases of fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) the Selling Companies shall not have no any obligation to indemnify the Seller any Purchaser Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons Party for a breach of representation or warranty pursuant to Section 7.2 10.1(c) unless and until, and only to the extent that, the aggregate of all such individual Losses incurred or sustained by all Purchaser Indemnified Parties with respect to Losses arising from which the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Purchaser Indemnified Persons Parties are entitled to indemnification under Section 10.1(c) exceeds $200,000 50,000 (the “ThresholdThreshold Amount”), whereupon the Selling Companies shall be liable (subject to the following clauses (ii) and (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons iii)) for all Losses in excess of the ThresholdThreshold Amount, and (ii) the aggregate liability of the Selling Companies to indemnify the Purchaser Indemnified Parties for Losses under Section 10.1(c) shall in no event exceed the Escrow Amount (the “Cap Amount”). Subject to paragraph . (cb) belowNotwithstanding any other provision of this Agreement, except in cases of fraud, where there shall be no limitations on the amount of any indemnification obligation, (i) the maximum Purchasers shall not have any obligation to indemnify the Seller Indemnified Parties pursuant to Section 10.2(c) unless and until, and only to the extent that, the aggregate liability of all individual Losses incurred or sustained by the Seller Indemnified Parties with respect to which the Seller Indemnified Parties are entitled to indemnification under Section 10.2(c) exceeds the Threshold Amount, whereupon the Purchasers shall be liable for all Losses in excess of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) Threshold Amount, and (ii) the maximum aggregate liability of Buyer for all claims by the Purchasers to indemnify the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim Parties for Losses under Section 6.1(a10.2(c) will be paid shall in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as no event exceed an Indemnifying Party amount equal to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the SellerCap Amount. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. 10.3.1. Except as otherwise provided in this Section 10.3 and in Section 7.7, (ai) The Buyer will no Seller shall have no any obligation to indemnify any Buyer Indemnitee pursuant to Sections 10.2.2, 10.2.3, 10.2.4 or 10.2.5 unless and until, and only to the Seller Indemnified Persons extent that, the aggregate of all such individual Losses incurred or sustained by all Buyer Indemnitees with respect to which Buyer Indemnitees are entitled to indemnification under Sections 10.2.2, 10.2.3, 10.2.4 and 10.2.5 exceeds $1,250,000 (the Seller will have no obligation "Threshold Amount"), in which case the Sellers shall only be liable for the amount by which all such Losses exceed the Threshold Amount, (ii) the aggregate liability of the Sellers to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Indemnitees for Losses arising from the breach ofunder Sections 10.2.2, or inaccuracy in10.2.3, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds 10.2.4 and 10.2.5 shall in no event exceed $200,000 20,000,000 (the “Threshold”"Maximum Aggregate Loss"), (iii) (at which point the Seller or Buyer will indemnifyeach Seller's aggregate indemnification obligation under Sections 10.2.2, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess 10.2.3, 10.2.4 and 10.2.5 shall be limited to such Seller's Seller's Percentage of the Threshold)Maximum Aggregate Loss; and (iv) each Seller's aggregate obligation under this Section 10 shall in no event exceed the portion of the Equity Purchase Price received by such Seller. 10.3.2. Subject to paragraph (c) belowExcept as provided in Section 7.7, (i) the maximum Buyer shall not have any obligation to indemnify any Seller Indemnitee pursuant to Section 10.1.2 unless and until, and only to the extent that, the aggregate liability of all individual Losses incurred or sustained by all Seller Indemnitees with respect to which Seller Indemnitees are entitled to indemnification under Section 10.1.2 exceeds the Seller for all claims by Threshold Amount, in which case the Buyer Indemnified Persons under 7.1(a)(i) shall only be liable for the amount by which all such Losses shall be limited to $3,500,000 (exceed the “Cap”) Threshold Amount and (ii) the maximum aggregate liability of the Buyer for all claims by to indemnify the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim Indemnitees for Losses under Section 6.1(a) will be paid 10.1.2 shall in cash by Seller in accordance no event exceed the Maximum Aggregate Loss. 10.3.3. For purposes of determining whether any breach of a representation or warranty or any breach of a covenant has occurred with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party respect to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will indemnification or for the purposes of measuring Losses, such representations, warranties and covenants shall be paid in cash in accordance with payment instructions provided by the Sellerdeemed to have been made without any materiality, Material Adverse Effect or similar qualifications and without any dollar thresholds. (c) 10.3.4. Notwithstanding the foregoingany other provision of this Agreement, the limitations on liability in paragraphs (a) provisions of Sections 10.3.1 and (b) of this Section 7.4 10.4 shall not apply to (i) claims related any Losses suffered by the Buyer or any Buyer Indemnitee arising out of any Wage and Hour Dispute for which Losses the Buyer or such Buyer Indemnitee shall be entitled to breaches of recovery from the first dollar and without limitation as to amount or inaccuracies time. To the extent that any claim raised in the representations a Wage and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant Hour Dispute relates to any provision period after the Closing Date, the amount of any Losses payable under this Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein 10.3.4 shall be deemed allocated between the Sellers and the Buyer on the basis of the number of days on which the alleged wrongful action or conduct occurred that took place on or prior to limit an Indemnified Party’s ability to bring a claim for equitable relief the Closing Date and the number of days during which the alleged wrongful action or from bringing any action based on fraud or intentional misrepresentation or conduct occurred that took place after the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyClosing Date.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with Sections 6.1.1(a) in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) 20,000 (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the indemnify Buyer Indemnified Persons for all such Losses (the “Indemnity Deductible”), and Seller’s aggregate liability in excess respect of claims for indemnification arising from the Thresholdbreach of, or inaccuracy in, any representation or warranty pursuant to Sections 6.1.1(a) will not exceed $500,000 (the “Indemnity Cap”). Subject , provided, however, that (X) the Indemnity Cap will not apply to paragraph (c) below, (i) the maximum claims for indemnification pursuant to Sections 6.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(e) (Breach of Organizational Documents), 3.8(f) and 3.14 (Tax Matters), 3.16 (Environmental Matters), 3.24 (No Brokers) with respect to which Seller’s aggregate liability in respect of claims for indemnification arising from the Seller for all claims breach of, or inaccuracy in, any representation or warranty pursuant to Sections 6.1.1(a) will not exceed the aggregate Purchase Price actually received by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and Seller, or (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) based upon fraud or intentional misrepresentation and (bY) of this Section 7.4 the Indemnity Deductible shall not apply to (i) claims related for indemnification pursuant to Sections 6.1.1(a) in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.1Sections 3.1 (Organization), 3.23.2 (Power and Authorization), 3.53.4(e) (Breach of Organizational Documents), 3.123.8(f) and 3.14 (Tax Matters), 3.13 and 3.19; 3.24 (No Brokers), or (ii) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall 6.1.1 are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party6.1.2.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate Each Seller’s liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses this Agreement shall be limited to the Capshare of the Closing Purchase Price actually received by it. (b) Any Buyer’s right to indemnification for Claims in respect of Sellers’ breach of the Business Warranties (other than in respect of Sections 6.8(a) and all dollar amounts payable by the Seller as an Indemnifying Party 6.8(b)) shall be limited to the Buyer as an Indemnified Party Escrow Amount (Claims) deposited on the Escrow Account (Claims), which amount shall constitute Sellers’ aggregate maximum liability under such Business Warranties, and Buyer’s right to indemnification in connection with a claim for Losses respect of Sellers’ Business Warranties set out in Sections 6.8(a) and 6.8(b) shall be limited to USD 50,000,000, which amount shall constitute Sellers’ aggregate maximum liability under Section 6.1(aSections 6.8(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller6.8(b). (c) Notwithstanding Buyer has no right to indemnification in respect of Sellers’ breach of the foregoingBusiness Warranties, unless the Loss or the aggregate amount of the Losses, subject to any limitations under this Section 8.2, exceeds USD 3,000,000. If the aggregate amount of Losses exceeds such threshold, Buyer shall have the right to indemnification for the whole amount of such Losses (and not only the amount of Losses exceeding such threshold), subject to the other limitations provided in this Section 8. (d) No individual Loss or series of Losses, in each case, in respect of Sellers’ breach of the Business Warranties, arising from substantially identical facts or circumstances, the limitations on liability amount of which is less than USD 200,000 will be taken into account when establishing the amount of a Loss in paragraphs (a) and (b) respect of this Section 7.4 shall not apply to (i) claims related to breaches Sellers’ breach of the Business Warranties or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for amount of such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyLosses.

Monetary Limitations. (a) The Buyer An Indemnified Party will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to not assert any claim for indemnification under Section 7.2 with respect to Losses arising from the breach of, 9.1(a)(i) or inaccuracy in, any representation or warranty described therein unless Section 9.1(b)(i) until such time as the aggregate amount of all such Losses incurred that the Indemnified Party may claim against the Indemnifying Party under Section 9.1(a)(i) or suffered by the Buyer Indemnified Persons exceeds Section 9.1(b)(i), as applicable, exceed $200,000 (the “Threshold”) 100,000 (at which point the Seller or Buyer Indemnified Party will indemnify, as applicable indemnify the Seller Indemnified Persons or the Buyer Indemnified Persons Party for all Losses in excess of such Losses) (the Threshold“Basket”). Subject to paragraph (c) belowSection 9.3(c), (i) the maximum aggregate liability of the Seller for all claims by the Buyer Purchaser Indemnified Persons under 7.1(a)(iSection 9.1(a)(i) for Losses shall be limited to $3,500,000 ten percent (10%) of the Revised Net Book Value (the “Cap”) and (ii) the maximum aggregate liability of Buyer the Purchaser and the Purchaser Parent for all claims by the Seller Indemnified Persons under Section 7.1(b)(i9.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer Purchaser or the Purchaser Parent as an Indemnified Party in connection with a claim for Losses under Section 6.1(a9.1(a) will be paid in cash by the Seller in accordance with payment instructions provided by the BuyerPurchaser or the Purchaser Parent, as applicable. Any and all dollar amounts payable by the Buyer Purchaser or the Purchaser Parent as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b9.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (aSection 9.3(a) and (b) of this Section 7.4 shall not apply to (i) claims related for Taxes of the Seller and its Affiliates or Taxes with respect to breaches of the Acquired Assets or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19Business that are attributable to any Pre-Closing Date Tax Period; or (ii) claims for indemnification pursuant to any provision the provisions of clauses (ii) through (ix) of Section 7 other than Sections 7.2(a)(i9.1(a) and 7.2(b)(ior clauses (ii) through (vii) of Section 9.1(b); or (iii) claims for indemnification pursuant to Section 9.1(a)(i) which pertain to the matters described in Section 9.2(b); provided however, that that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses arising as described in clauses out of claims for indemnification pursuant to any provision of this Article IX (iother than Section 9.1(a)(iii) and (iiFraud or Intentional Misrepresentation by the Seller) hereof or Section 9.1(b)(iii) (Fraud or Intentional Misrepresentation by the Purchaser or the Purchaser Parent) shall not exceed the Purchase Price; provided further that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses incurred or suffered by the Purchaser Indemnified Persons or any of them pursuant to Section 9.1(a)(i) for any breach of, or inaccuracy in, the representations and warranties of the Seller set forth in Section 3.9(a) (Title to Acquired Assets) shall not exceed, with respect to the item of Personal Property with respect to which indemnification is sought, an amount equal to the portion of the Purchase Price allocated to such item of Personal Property as set forth in Schedule 9.3(c) to this Agreement (as may be revised to reflect any adjustments necessary as a result of any adjustment to the Purchase Price referenced in Section 2.4); provided further, that, notwithstanding anything to the contrary herein, the aggregate liability of an Indemnifying Party with respect to all Losses arising out of claims for indemnification pursuant to Section 9.1(a)(viii) shall be limited to ten percent (10%) of the Revised Net Book Value (for the avoidance of doubt, such ten percent (10%) limitation shall be separate and independent from, and not subject to, the Cap and Basket described in Section 9.3(a)); and provided further that nothing herein shall be deemed to limit an Indemnified Party’s ability ability, notwithstanding Section 10.15, to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to claim under Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party 9.1(a)(iii) or Section 9.1(b)(iii) in connection with a claim for Losses under any provision court of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Partycompetent jurisdiction.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify liability of the Seller Indemnified Persons in relation to a breach of the Seller’s Representations and Warranties and the Specific Indemities shall be limited as follows: 12.3.1 the Seller will have no obligation shall not be liable in respect of any Warranty Claim or any Specific Indemnity Claim unless the amount of the damages to indemnify which the Buyer Indemnified Persons pursuant would, but for this subparagraph, be entitled as a result of that Warranty Claim or any Specific Indemnity Claim exceeds EUR 100,000, in which case the Buyer shall be entitled to Section 7.2 with claim the full amount of the Loss; 12.3.2 the Seller shall not be liable in respect to Losses arising from the breach ofof any Warranty Claims or any Specific Indemnity Claims, or inaccuracy in, any representation or warranty described therein unless the aggregate of all Warranty Claims and Specific Indemnity Claims (other than the claims disregarded as contemplated by Clause 12.3.1 above) exceeds an amount equal to EUR 1,000,000, in which case the Buyer shall be entitled to claim the full amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 Loss; and 12.3.3 except for warranties set out in Clause 3 (Shares and Undertakings) of Schedule 3 for which the “Threshold”) (at which point limit shall be the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess aggregate of the Threshold). Subject to paragraph (c) belowFinal Purchase Price and the EPC Payoff Debt, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability arising out of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party or in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof Agreement shall not exceed 40% of the aggregate of the Final Purchase Price and provided further nothing herein the EPC Payoff Debt. All claims that originate from the same facts or having the same causes shall be deemed to limit an Indemnified Party’s ability to bring a claim as one Warranty Claim and one Specific Indemnity Claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision purpose of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Partythis Agreement.

Monetary Limitations. (ai) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller Sellers will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 9.01(a)(i) and Section 9.01(a)(iii) in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and until (A) the Losses incurred with respect to the matter giving rise to such breach or inaccuracy exceed $25,000, and then, in such case, subject to clause (B) below, the entire amount of such Losses shall be recoverable (provided, that any Losses arising from any potential indemnification claims that arise out of the same or a series of related occurrences, events or circumstances will be aggregated and treated as an individual breach or inaccuracy for purposes of this clause (A)), and (B) the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) 1,000,000 (at which point the Seller or Buyer Sellers will indemnify, as applicable the Seller Indemnified Persons or indemnify the Buyer Indemnified Persons for all Losses in excess of such Losses, including such initial $1,000,000); provided, that the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the foregoing limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (ix) claims related to any breaches of of, or inaccuracies in, any of the False Claims Representations or Specified Representations (referenced below) or Section 3.14 (Tax Matters), (y) any Losses arising from a ZPIC Audit or a RAC Audit, (other than amounts in the aggregate with respect to ZPIC Audits or RAC Audits which are reserved against on the face of the Unaudited Financials, or which are reserved against on the face of the Final Closing Balance Sheet to the extent such reserves are made in accordance with the Accounting Principles and based on facts or circumstances that arise after the date of this Agreement) to the extent such ZPIC Audit or RAC Audit relates to the operations of the Acquired Companies for the period prior to the Closing or (z) any Losses arising under Code Section 4980D or 4980H to the extent such Losses relate to the operations of the Acquired Companies for the period prior to the Closing. (ii) The Sellers’ aggregate liability for Losses in respect of claims for indemnification pursuant to Section 9.01(a)(i) and Section 9.01(a)(iii) in respect of breaches of, or inaccuracies in, any of the representations and warranties set forth in: (A) Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of the Federal False Claims Act or the Federal False Claims Law) (collectively, the “False Claims Act Representations”), will not be subject to any limitation set forth in this Section 3.19.01(b); provided, 3.2however, 3.5that the maximum liability of each Seller other than Capitol Partners I, 3.12Capitol Partners II, 3.13 and 3.19Capitol Partners III for Losses in respect of the foregoing shall be the Pro Rata Percentage of the Cash Merger Consideration received by such Seller (provided that Capitol Partners I, Capitol Partners II, and Capitol Partners III shall be responsible for such Losses that otherwise would have been borne by such Sellers but for the application of this proviso); (B) Section 3.01 (Organization), Section 3.02 (Power and Authorization), Section 3.04(b)(iii) (Noncontravention), Section 3.05 (Capitalization), Sections 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of the Federal Anti-Kickback Statute, the Federal Civil Monetary Penalties Law or the Xxxxx Law), Section 3.15 (Employee Benefit Plans), Section 3.23 (No Brokers), Section 4.01 (Power and Authorization; Enforceability), Section 4.04 (Title), Section 4.05 (No Brokers) and Section 4.06 (Organization) (collectively, the “Specified Representations”), will not exceed an amount equal to $170,000,000; and (C) 3.17 (Contracts) and 3.22 (Healthcare Matters) (but only to the extent such representations in Sections 3.17 and 3.22 arise out of (i) third party payor requirements, including Government Program payor requirements, (ii) Healthcare Laws other than those Healthcare Laws referenced in Section 9.01(b)(ii)(A) and (B), or (iii) claims for or actual monies recouped by any third party payor, including Government Program payors, for services provided by any of the Acquired Companies prior to the Closing) (collectively, the “General Healthcare Representations”), will not exceed $8,500,000. (iii) The Sellers’ aggregate liability for Losses in respect of claims for indemnification (A) in respect of any breaches of, or inaccuracies in, any of the representations and warranties as set forth in Section 9.01(a)(i) and Section 9.01(a)(iii) other than those representations and warranties referenced in clauses (A) through (C) of Section 9.01(b)(ii) and (B) pursuant to Section 9.01(a)(viii), solely in respect of items 3, 4 and 5 on Schedule 9.01(a)(viii), will not exceed $4,250,000. (iv) Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i9.01(a) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall are not exceed the Purchase Price and provided further nothing herein shall be deemed subject to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to limitations set forth in this Section 6.3(b9.01(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (a) The Buyer will have no obligation Notwithstanding anything to indemnify the Seller Indemnified Persons and the Seller will have no obligation contrary set forth in this Agreement, Purchaser’s right to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons indemnification for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons Claims under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses this Agreement shall be limited to the Cap. Escrow Payment, i.e. EUR nineteen million (19,000,000), which constitutes Sellers’ maximum aggregate liability under this Agreement on any ground, except for any Claims due to breach by Sellers of the Warranties set forth in Section 7.1 (Ownership of Shares and Authority of Sellers), Section 7.2 (Existence), Section 7.9 (Taxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) Any and all dollar amounts payable (Anti-Bribery Laws) or for any Claims due to fraud or wilful misconduct by Sellers. Sellers’ and, after twelve (12) months after the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoingClosing Date, the limitations on Warrantors’ maximum liability for Warranties set forth in paragraphs Section 7.9 (aTaxes), Section 7.10 (Intellectual Property Rights), Section 7.12 (Environmental Matters) and 7.20 (b) (Anti-Bribery Laws) pursuant to Section 9.3 shall be limited to fifty percent of the Purchase Price (including the Escrow Payment). For the sake of clarity, it is expressly understood and agreed that the Directors shall not have any obligation to supplement the Escrow Payment, if e.g. the market price of the Purchaser Common Stock being held on Escrow Account decreases, but such risk shall be assumed by Purchaser. Further, should the entire Escrow Payment made by the Directors not be sufficient, as a result of decreased value of the Purchaser Common Stock, to cover the Directors’ full pro rata portion of any Claims under this Agreement, Purchaser shall not be entitled to claim any such shortfall from the other Sellers who have made their Escrow Payment in cash. No reduction of the Purchase Price shall be made due to a breach of this Section 7.4 Agreement, unless the total amount of the Claims, which Purchaser may make in this respect under this Agreement, amounts to or exceeds EUR five hundred thousand (500,000). If such Claims amount to EUR five hundred thousand (500,000) in the aggregate, the reduction shall be made for the amount exceeding such threshold. No individual Claim, or series of Claims arising from substantially identical facts or circumstances, which is less than EUR fifty thousand (50,000) shall be taken into account when calculating the aggregate amount of Claims. The aforesaid monetary limitations shall not apply to (i) claims related any Claims due to breaches breach by Sellers of or inaccuracies in the representations and warranties Warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 7.1 (Ownership of Shares and 3.19; (ii) claims for indemnification pursuant to any provision Authority of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(iSellers) and Section 7.1(b)(i7.2 (Existence) will be paid in cash without deduction or set off for Claims due to fraud or wilful misconduct by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartySellers.

Monetary Limitations. (ai) The Buyer will Seller Indemnifying Persons shall not have no any obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons Purchaser for any particular Loss or related Losses pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein 10.2(a)(i) unless the aggregate amount of all such Losses incurred equals or suffered by the Buyer Indemnified Persons exceeds $200,000 32,500 (and no such Losses with an aggregate value of less than $32,500 shall be applied against the Deductible). (ii) Except with respect to Fundamental Representations or the representation and warranties contained in Section 2.23, the Seller Indemnifying Persons shall not have any obligation to indemnify Purchaser under Section 10.2(a)(i) until the aggregate amount of all Losses for which the Seller Indemnifying Persons would otherwise be obligated to indemnify Purchaser pursuant to Section 10.2(a)(i) exceeds $1,625,000 (the “ThresholdDeductible”) (), at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons Indemnifying Parties shall indemnify Purchaser for all such Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the CapDeductible. (biii) Any and all dollar amounts payable by the The Seller as an Indemnifying Party Persons’ aggregate liability to the Buyer as an Indemnified Party in connection with a claim for Losses Purchaser under Section 6.1(a10.2(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a (other than any claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of (A) Section 7 10.2(a)(ii)(B) (other than Sections 7.2(a)(ifor any breach of the obligation to indemnify any Indemnified Party pursuant to Section 10.2(a)(i), Section 10.2(a)(ii)(A) and 7.2(b)(ior Section 10.2(a)(iii); provided however), that the aggregate liability with respect Losses arising as described in clauses (iB) and Section 10.2(a)(iv) or (iiC) hereof Section 10.2(a)(v)) shall not exceed the Purchase Price and provided further nothing herein Indemnification Escrow Fund. (iv) For purposes of this Article 10, Losses shall not include punitive, special or exemplary damages, except to the extent awarded in a Third-Party Claim. (v) Notwithstanding anything to the contrary set forth herein, Purchaser shall not be deemed entitled to limit an Indemnified Partybe indemnified pursuant to this Article 10 for (A) any Indebtedness included in the calculation of Actual Indebtedness, (B) any amount included in the calculation of Actual Sellers’ Transaction Expenses or (C) any current liability included in the final calculation of Actual Working Capital. (vi) The maximum liability of any Seller Indemnifying Person under Section 10.2(a) shall not, in any event, exceed the amount of proceeds actually received by each such Seller Indemnifying Person pursuant to this Agreement. (vii) Notwithstanding anything to the contrary in this Agreement, the Seller Indemnifying Persons shall have no obligation under this Agreement to indemnify Purchaser or any of Purchaser’s ability to bring a claim Affiliates for equitable relief any Loss resulting from or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party arising in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyExcluded Matter.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation not be obligated to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses Indemnitees hereunder until the aggregate amount of Damages suffered by the Buyer Indemnitees exceeds Fifty Thousand Dollars ($50,000) (the “Indemnification Threshold”); provided, however, that indemnification for Damages arising from the breach out of, resulting from or inaccuracy in, relating to a breach of any representation or warranty described therein unless from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The Indemnification Threshold will not apply to Buyer’s right to offset the Twelve Month Payment or Eighteen Month Payment due Seller to the extent Seller breaches any representation or warranty of Seller contained in this Agreement as set forth in Section 2.1(d). (a) Once the aggregate amount of all such Losses incurred or Damages suffered by the Buyer Indemnified Persons Indemnitees exceeds $200,000 (the “Indemnification Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the maximum aggregate liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses Indemnitees shall be limited entitled to $3,500,000 (the “Cap”) indemnification from and (ii) the maximum aggregate liability of Buyer for against all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited Damages relating back to the Capfirst dollar. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs maximum amount of Damages payable to the Buyer Indemnitees hereunder with respect to indemnification hereunder is equal to the amount of the Purchase Price that has been actually received by the Seller as of the date of such Claim (a) and (b) of this Section 7.4 the “Indemnification Cap”), except that the Indemnification Cap shall not apply to any Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation by the Seller. Buyer shall have the right to offset any Damages in excess of the Indemnification Cap against the Twelve Month Payment or Eighteen Month Payment due Seller in accordance with Section 2.1(d). (ic) claims related Buyer shall not be obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations or inaccuracies in warranties until the aggregate amount of Damages suffered by the Seller Indemnitees relating to breaches of representations or warranties exceeds the Indemnification Threshold. Once the aggregate amount of such Damages suffered by the Seller Indemnitees exceeds the Indemnification Threshold, the Seller Indemnitees shall be entitled to indemnification from and against all Damages relating back to the first dollar; provided, however, that indemnification for Damages arising out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not be subject to the Indemnification Threshold. The maximum amount for which Buyer is obligated to indemnify the Seller Indemnitees hereunder with respect to breaches of representations and warranties set forth in Section 3.1is an amount equal to the Indemnification Cap; provided, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses indemnification for Claims arising as described in clauses (i) and (ii) hereof out of, resulting from or relating to a breach of any representation or warranty from fraud or willful misrepresentation shall not exceed be subject to the Purchase Price and provided further nothing herein Indemnification Cap. (d) In no event shall any indemnifying party be deemed liable to limit an Indemnified Party’s ability any indemnified party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to bring a claim for equitable relief the breach or from bringing alleged breach of this Agreement, or diminution of value or any action damages based on fraud any type of multiple. (e) Each indemnified party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Damages upon becoming aware of any event or intentional misrepresentation circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the monetary relief available minimum extent necessary to remedy the breach that gives rise to such Damage. (f) Seller shall not be liable under this Section 8 for any Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer has knowledge of such claim. Subject inaccuracy or breach prior to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyClosing.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify If the Seller Indemnified Persons and the Closing occurs, Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 liability (for indemnification or otherwise) with respect to Losses arising from the breach ofmatters described in this Section 10.5(a), or, to the extent relating to any failure to perform or inaccuracy incomply prior to the Closing Date, any representation or warranty described therein clause (b) of Section 10.2, or, subject to the last sentence of this Section 10.5(a), indemnification claims made under Section 10.7 unless the aggregate amount total of all Damages with respect to such Losses incurred or suffered by matters is at least $750,000, at which time the Buyer Indemnified Persons exceeds Seller shall be liable for all Damages in excess of $200,000 250,000 (the “ThresholdBasket”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, (i) the The maximum aggregate liability of the Seller for as a result of all claims by the Buyer Indemnified Persons under 7.1(a)(i) for Losses Damages described in Section 10.2 and in Section 10.7 shall be limited to not exceed $3,500,000 11,400,000.00 (the “CapCap Amount”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) ). The Basket will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches any Breach of or inaccuracies in the any of Seller’s representations and warranties set forth in Section 3.12.15 or to any Damages arising out of the failure of the Company to pay Income Taxes for taxable periods (or portions thereof) ending on or before the Closing Date and neither the Basket nor the Cap Amount will apply to any Breach of any of Seller’s representations and warranties set forth in Sections 2.1, 3.22.2, 3.5or 2.26 such that Buyer shall be entitled to recover the full amount of such Damages, 3.12which shall not exceed the aggregate consideration that the Seller received hereunder. (b) If the Closing occurs, 3.13 Seller’s liability for any Damages with respect to any Breach of Seller’s representations and 3.19warranties set forth in Section 2.15 shall be as follows, with the remaining liability to be assumed and paid by Buyer: (i) with respect to the first $1,000,000.00 of Damages, liability for fifty percent (50%) of such Damages; (ii) with respect to up to the next $4,000,000.00 of Damages, liability for eighty percent (80%) of such Damages; and (iii) with respect to up to the next $6,400,000.00 of Damages, liability for one hundred percent (100%) of such Damages. For the avoidance of doubt, liability for all such damages shall be cumulative and subject, together with any other claims under Section 10.2, to the Cap Amount. (c) [Intentionally omitted.] (d) If the Closing occurs, in no event shall the total Liability of Seller or Buyer with respect to claims under this Section 10 exceed the Purchase Price. (e) The amount of any Damages shall be reduced or reimbursed, as the case may be, by any amount received by the Indemnified Person with respect thereto under any insurance coverage or from any other party. An Indemnified Person shall use reasonable efforts to collect any amounts available under such insurance coverage or from such other party. If an Indemnified Person receives an amount under insurance coverage or from a third party with respect to Damages at any time subsequent to any indemnification provided by an Indemnifying Party, then such Indemnified Person shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such party in connection with providing such indemnification up to such amount received by the Indemnified Person. (f) Any indemnification payments required to be made hereunder with respect to any matter shall be reduced by the amount of any economic benefits (including, income tax benefits) that are readily quantifiable and have been received by the Indemnified Person as a result of the same matter. (g) To the extent Seller discharges any claim for indemnification hereunder, it shall be subrogated to all related rights of the Buyer Indemnified Parties against third parties. (h) The Buyer Indemnified Parties shall not be entitled to indemnification with respect to any matters or amounts which are the subject of a Closing Working Capital adjustment pursuant to Section 1.5. (i) The Basket shall be increased dollar for dollar by any refund or recovery actually received (net of Tax costs associated with such refund or recovery) by the Company after Closing in connection with (1) the matter described on Schedule 10.5(i) with respect to the DMERC Audit and (2) the Company’s amended Sales and Use Tax Returns for the State of California, which is described on Schedule 2.10(b). (j) From and after the Closing, the indemnification provided in this Section 10 shall be the sole and exclusive remedy of any Party hereto with respect to this Agreement and the Contemplated Transactions, except with respect to the Noncompetition Agreement. Notwithstanding any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided howeverthis Agreement to the contrary, that nothing contained in this Agreement shall in any way limit, impair, modify or otherwise affect the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability rights of Buyer to bring any claim, demand, suit or cause of action otherwise available to Buyer based upon, or to seek or recover any Damages arising from or related to, an allegation or allegations that an indemnifying party had an intent to defraud (as such term applies under common law and securities law principles) or made a claim for equitable relief willful, intentional or from bringing any action based on fraud or intentional reckless misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party omission of a material fact in connection with this Agreement or any of the agreements contemplated hereby. (k) To the extent that a claim for Losses under any provision Breach of a representation or warranty contained in Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided 2 arises out of a review being conducted by the Indemnified PartyState of Virginia first described in Item 2 to Schedule 2.9, then any Damages arising from such Breach shall first be applied toward the Basket and then any excess Damages arising from such Breach shall be funded eighty percent (80%) by Seller and twenty percent (20%) by Buyer; provided, that Seller’s total liability for Damages under this Section 10.5(k) shall be cumulative and subject to the Cap Amount along with other Damages subject to the Cap Amount.

Monetary Limitations. (a) The Buyer will have no obligation Sellers Indemnification Obligations shall be subject to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, following limitations: (i) no Sellers Indemnification Obligations is triggered and no indemnity shall be payable hereunder if the maximum aggregate amount due in respect of each event (or series of event having the same nature) giving rise to a liability of the Seller for all claims by the Buyer Indemnified Persons under 7.1(a)(idoes not exceed, as de minimis threshold, Euro 100,000.00 (one hundred thousand/00) for Losses shall be limited to $3,500,000 (the “Cap”) and each single event; (ii) the maximum aggregate liability Sellers Indemnification Obligations shall be effective only when the cumulative amount of Buyer for all claims Losses actually indemnifiable by the Seller Indemnified Persons under Section 7.1(b)(iSellers pursuant to this Agreement (and therefore Losses exceeding the de minimis threshold referred to in Paragraph 11.5(a)(i)) for Losses in the aggregate exceeds Euro 800,000.00 (eight hundred thousand/00), provided that, if said threshold is exceeded, the Sellers shall be limited liable to pay only the Capamount exceeding such threshold; and (iii) in no event shall the cumulative amount payable by a Seller by way of indemnification pursuant to this Section 11 exceed an amount equal to 10% (ten percent) of the portion of the Final Price that such Seller is entitled to receive pursuant to this Agreement. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses The limitations set forth under Section 6.1(a11.5(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to the Sellers Indemnification Obligations deriving from a breach of the Sellers Warranties made under Sections 9.2 (i) claims related to breaches of or inaccuracies in the representations Organization, Standing and warranties set forth in Section 3.1Capacity), 3.2, 3.5, 3.12, 3.13 and 3.19; 9.3 (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(iTitle) and 7.2(b)(i9.5 (Corporate Capital); provided however, that in which case the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein Sellers Indemnification Obligations shall be deemed determined on a Euro per Euro basis, but in no event it shall exceed for each Seller an amount corresponding to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or Relevant Percentage of the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyFinal Price.

Monetary Limitations. (a1) The Buyer will have no obligation to indemnify No claims for indemnification may be made by the Seller Indemnified Persons and Purchaser or DPS against the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Vendors and/or Don under Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein 6.2(1)(a) unless the aggregate amount of all such Losses incurred or suffered by Damages for which the Buyer Indemnified Persons Purchaser and/or DPS entitled to be indemnified under Section 6.2(1)(a) exceeds $200,000 (250,000, in which event the “Threshold”) (at which point Vendors and Don shall not be required to indemnify the Seller Purchaser or Buyer will indemnify, as applicable DPS for the Seller Indemnified Persons or first $250,000 of Damages but shall only be required to indemnify for the Buyer Indemnified Persons for aggregate amount of all Losses Damages in excess of the Thresholdfirst $250,000. The agreements set out in Schedule 3.3(3) are excluded from any indemnity by the Vendors or Don contained in Section 6.2(1)(a) or (b) and the Vendors and Don shall have no liability whatsoever under this Agreement for any matter relating to the Agreements referred to in Schedule 3.3(3). Subject . (2) No claims for indemnification may be made by the Vendors or Don against the Purchaser or DPS under Section 6.3(a) unless the aggregate accumulated amount of all such Damages for which the Vendors or Don are entitled to paragraph be indemnified under Section 6.3(a) exceeds $250,000, in which event the Purchaser and DPS shall not be required to indemnify the Vendors or Don for the first $250,000 of Damages but shall only be required to indemnify for the aggregate amount of all Damages in excess of the first $250,000. (c3) below, (i) the The maximum aggregate liability of the Seller a Party for all claims Damages under Section 6.2(1)(a) or Section 6.3(a) shall not exceed $1,000,000. No claim for indemnification may be made by the Buyer Indemnified Persons Purchaser or DPS against the Vendors and/or Don under 7.1(a)(iSection 6.2(1)(a) if the amount of Damages for Losses shall which the Purchaser or DPS is entitled to be limited to indemnified in respect of such claim is less than $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer 15,000. No claim for all claims indemnification may be made by the Seller Indemnified Persons Vendors or Don against the Purchaser or DPS under Section 7.1(b)(i6.3(a) if the amount of Damages for Losses shall which the Vendors or Don are entitled to be limited to the Capindemnified in respect of such claim is less than $15,000. (b4) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under This Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall 6.4 does not apply to (i) claims related to breaches liability of the Vendors or inaccuracies Don for Damages in the representations respect of incorrectness in or breach of any representation and warranties warranty set forth out in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i3.3(9); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party.

Monetary Limitations. (a) The Buyer Seller will have no obligation to indemnify the Seller Buyer Indemnified Persons and for any individual claim, or group of related claims resulting from the same fact or circumstance, of less than $25,000 U.S. Dollars (each, a “Deductible Claim”). In addition, the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from until the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate total amount of all such Losses incurred or suffered by which the Buyer Indemnified Persons would otherwise recover under this Section 7 (but for this Section 7.1.2(a)) exceeds on a cumulative basis (excluding any and all Deductible Claims) an amount equal to $200,000 300,000 U.S. Dollars (the “ThresholdBasket”) (at which point ), and thereafter the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or shall indemnify the Buyer Indemnified Persons for Parties from the full amount of all Losses in excess of the Thresholdclaims from dollar one (excluding any and all Deductible Claims). Subject to paragraph (cSection 7.1.2(b) below, the Seller’s aggregate liability in respect of claims for indemnification pursuant to Section 7 will not exceed the amount of the Indemnity Letter of Credit. The foregoing limitations in this Section 7.1.2(a) will not apply to claims under Section 7.1.1(a) as a result of fraud by the Company or the Seller. (b) Notwithstanding the foregoing, (i) the maximum Seller’s aggregate liability in respect of the Seller claims for all claims by the Buyer Indemnified Persons indemnification for Company Retail Business Liabilities under 7.1(a)(iSection 7.1.1(c) for Losses shall be limited to above will not exceed $3,500,000 (the “Cap”) 2,000,000 Canadian dollars and (ii) the maximum Seller’s aggregate liability in respect of Buyer claims for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related indemnification due to breaches of of, or inaccuracies in in, the representations and warranties set forth in Section 3.14.5(a) (Title) will not exceed the amount of the Fund Commitment Letter; provided, 3.2however, 3.5, 3.12, 3.13 and 3.19; (ii) that any claims for indemnification pursuant to any provision as a result of a breach of the representations and warranties in Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i4.5(a) will be paid in cash without deduction first from the Indemnity Letter of Credit and then, upon the earlier of the expiration of the Indemnity Letter of Credit or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Partydraw down of the entire Indemnity Letter of Credit, pursuant to the Fund Commitment Letter.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 8.1(a)(i) in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (i) with respect to any claim (or series of related claims) unless such claim (or series of related claims) involves Losses in excess of $5,000 (the “Threshold”) (it being understood that if Losses under a claim equal or exceed the Threshold, the Buyer Indemnified Parties shall be indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 4,570,000 (the “ThresholdDeductible”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the indemnify Buyer Indemnified Persons for all such Losses in excess of of, but not including, the ThresholdDeductible) (it being understood that any claims not meeting the Threshold shall not be counted toward the Deductible). Subject to paragraph (c) below, (i) the maximum Seller’s aggregate liability in respect of the Seller claims for all claims by the Buyer Indemnified Persons under 7.1(a)(iindemnification pursuant to Section 8.1(a)(i) for Losses and (iv) shall be limited to not exceed $3,500,000 30,000,000 (the “Cap”) and (ii) ); provided, however, that the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) foregoing limitations will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (iclaims for indemnification pursuant to Section 8.1(a)(i) claims related to in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.13.1 (Due Organization), 3.2Section 3.2 (Authorization and Validity of Agreement), 3.5Section 3.5 (Capitalization; Shares; Subsidiaries) or Section 3.21 (Finders; Brokers); provided, 3.12further, 3.13 and 3.19; (ii) that claims for indemnification pursuant to Section 8.1(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 3.13 (Tax Matters) will be subject to the Cap but will not be subject to the Threshold and the Deductible. Claims for indemnification pursuant to any other provision of Section 7 other than Sections 7.2(a)(i8.1(a) and 7.2(b)(iare not subject to the monetary limitations set forth in this Section 8.1(b); provided provided, however, that the in no event will Seller’s aggregate liability with in respect Losses arising as described in clauses (iof claims for indemnification pursuant to Section 8.1(a) and (ii) hereof shall not exceed the amount of the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyPrice.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with 8.2(a)(i) in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless (i) with respect to any claim (or series of related claims) unless such claim (or series of related claims) involves Losses in excess of the Threshold (it being understood that if Losses under a claim equal or exceed the Threshold, the Seller Indemnified Parties shall be indemnified for such Losses including the initial $5,000) and (ii) until the aggregate amount of all such Losses incurred or suffered by the Buyer Seller Indemnified Persons exceeds $200,000 (the “Threshold”) Deductible (at which point the Seller or Buyer will indemnify, as applicable the indemnify Seller Indemnified Persons or the Buyer Indemnified Persons for all such Losses in excess of of, but not including, the ThresholdDeductible) (it being understood that any claims not meeting the Threshold shall not be counted toward the Deductible). Subject to paragraph (c) below, (i) the maximum Buyer’s aggregate liability in respect of the Seller claims for all claims by the Buyer Indemnified Persons under 7.1(a)(iindemnification pursuant to Section 8.2(a)(i) for Losses shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to will not exceed the Cap. (b) Any and all dollar amounts payable by ; provided, however, that the Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a claim for Losses under Section 6.1(a) foregoing limitations will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (ia) claims related for indemnification pursuant to Section 8.2(a)(i) in respect of breaches of of, or inaccuracies in the in, representations and warranties set forth in Section 3.14.1(Due Organization), 3.2Section 4.2 (Authorization and Validity of Agreement), 3.5or Section 4.9 (Finders; Brokers) or (b) claims based upon fraud or intentional misrepresentation. Claims for indemnification pursuant to any other provision of Section 8.2(a) are not subject to the limitations set forth in this Section 8.2(b); provided, 3.12however, 3.13 and 3.19; (ii) that in no event will Buyer’s aggregate liability in respect of claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i8.2(b) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the amount of the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the monetary relief available for such claim. Subject to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyPrice.

Monetary Limitations. (a) The Buyer An Indemnified Party will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to not assert any claim for indemnification under Section 7.2 with respect to Losses arising from the breach of, 7.1(a)(i) or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 (the “Threshold”Section 7.1(b)(i) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, until (i) the aggregate of all Losses suffered or incurred in connection with such claim or series of related claims exceeds thirty five thousand dollars ($35,000) ("Small Basket"), subject to subsection (ii) below, all such Losses, including the first dollar thereof shall be subject to indemnification if such threshold is exceeded) and (ii) the aggregate of all Losses that the Indemnified Party may claim against the Indemnifying Party under Section 7.1(a)(i) or Section 7.1(b)(i), as applicable, exceed $2,300,000 (it being understood that in the event such threshold is exceeded, all such Losses, including the first dollar thereof shall be subject to indemnification) (the "Large Basket"). The maximum aggregate liability of the Seller Sellers for all claims by the Buyer Buyers Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 50,000,000 (the “"Cap”") and (ii) the maximum aggregate liability of Buyer the Buyers and Guarantor for all claims by the Seller Sellers Indemnified Persons under Section 7.1(b)(i) for Losses shall be limited to the Cap. (b) Any and all dollar amounts payable by the Seller Sellers as an Indemnifying Party to the Buyer Buyers as an Indemnified Party in connection with a claim for Losses under Section 6.1(a7.1(a) will be paid in cash by Seller the Sellers in accordance with payment instructions provided by the BuyerBuyers. Any and all dollar amounts payable by the Buyer Buyers or the Guarantor as an Indemnifying Party to the Seller Sellers as an Indemnified Party in connection with a claim for Losses under Section 6.1(b7.1(b) will be paid in cash in accordance with payment instructions provided by the SellerSellers. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) Small Basket and (b) of this Section 7.4 Large Basket shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.13.1 (Organization and Qualification of Seller), 3.2Section 3.2 (Authorization of Transaction), 3.5Section 3.5 (Brokers), 3.12Section 3.17 (Taxes), 3.13 Section 4.1 (Organization and 3.19Qualification of Buyer), Section 4.2 (Authorization of Transaction), or Section 4.5 (Brokers' Fees); (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i7.1(a)(i) and 7.2(b)(i7.1(b)(i); provided however, that the aggregate liability with respect to Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further that nothing herein shall be deemed to limit an Indemnified Party’s 's ability to bring a claim for equitable relief or from bringing any action based on fraud or intentional misrepresentation or the other monetary relief available for such claim. Subject to Section 6.3(b), any Any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified Party. (d) Notwithstanding anything to the contrary contained in this Section 7.3, an Indemnified Party will not assert any claim for indemnification under Section 7.1(a)(i) pursuant to a breach of Section 3.13(j)(i) - (ii) until the aggregate of all Losses suffered on incurred in connection with such claim or a series of related claims exceeds thirty five thousand dollars ($35,000) (it being understood that in the event such threshold is exceeded, all such Losses, including the first dollar thereof shall be subject to indemnification) and such amounts shall not be applied to the Small Basket and Large Basket.

Monetary Limitations. (a) The Buyer Bayer will have no obligation to indemnify the Seller Genzyme Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with in respect to of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein pursuant to Section 13.1.1(a) or breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b) with respect to claims brought after the Closing, unless the aggregate amount of all such Losses incurred or suffered by the Buyer Genzyme Indemnified Persons exceeds $200,000 [**] (the “ThresholdIndemnity Basket”) (at which point [**]. Further, Bayer’s aggregate liability in respect of claims for indemnification arising from the Seller breach of, or Buyer inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) and claims brought after the Closing arising from the breach of any covenant or agreement to be performed prior to the Closing pursuant to Section 13.1.1(b), will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (c) below, not exceed [**] (i) [**] or (ii) $[**] (such amount, the maximum aggregate liability of the Seller for all claims by the Buyer “Maximum Indemnity Cap”); and Genzyme Indemnified Persons under 7.1(a)(i) for Losses shall be limited to $3,500,000 (recovering from Bayer in respect of claims for indemnification arising from the “Cap”breach of, or inaccuracy in, any representation or warranty pursuant to Section 13.1.1(a) and (ii) claims brought after the maximum aggregate liability Closing arising from the breach of Buyer for all claims by the Seller Indemnified Persons under Section 7.1(b)(i) for Losses shall any covenant or agreement to be limited performed prior to the Cap. Closing pursuant to Section 13.1.1(b), (bx) Any [**] and all dollar amounts payable by the Seller (y) [**]. Except as an Indemnifying Party to the Buyer as an Indemnified Party provided in connection with a claim for Losses under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing13.1.3, the monetary limitations on liability contained in paragraphs (a) and (b) of this Section 7.4 shall 13.1.2 will not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii1) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i[**], or (2) and 7.2(b)(i); provided however, that the aggregate liability with respect Losses arising as described in clauses (i) and (ii) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed to limit an Indemnified Party’s ability to bring a claim for equitable relief or from bringing any action claims based on upon fraud or intentional misrepresentation or misrepresentation. Except as provided in Section 13.1.3, claims for indemnification pursuant to [**] are not subject to the monetary relief available for such claimlimitations set forth in this Section 13.1.2. Subject [**] = Portions of this exhibit have been omitted pursuant to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection a confidential treatment request. An unredacted version of this exhibit has been filed separately with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off by such Indemnifying Party in accordance with payment instructions provided by the Indemnified PartyCommission.

Monetary Limitations. (a) The Buyer will have no obligation to indemnify the Seller Indemnified Persons and the Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.2 with respect to Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses incurred or suffered by the Buyer Indemnified Persons exceeds $200,000 Except as provided in clause (the “Threshold”) (at which point the Seller or Buyer will indemnify, as applicable the Seller Indemnified Persons or the Buyer Indemnified Persons for all Losses in excess of the Threshold). Subject to paragraph (cb) below, (iA) the maximum Manager Sellers shall not have any obligation to indemnify any Buyer Indemnitee pursuant to Section 9.1(c)(i) unless and until the aggregate liability of all such individual Losses incurred or sustained by all Buyer Indemnitees in respect of Sections 9.1(b)(ii) or 9.1(c)(i) exceeds Two Hundred Fifty Thousand Dollars (U.S. $250,000) whereupon, subject to clause (B) hereof, the Seller for all claims by Manager Sellers shall indemnify the Buyer Indemnified Persons under 7.1(a)(iIndemnities for the entire aggregate cumulative amount of such Losses, and (B) for Losses subject to Section 9.2(b), the assets contained in the Escrow Account shall be limited to $3,500,000 (the “Cap”) and (ii) the maximum aggregate liability sole source of Buyer satisfaction for all claims by the Seller Indemnified Persons any claim for indemnification under Section 7.1(b)(i9.1(c)(i) for Losses against any Manager Seller and there shall be limited no further recourse to the Cap. (b) Any and all dollar amounts payable by the any Manager Seller as an Indemnifying Party to the Buyer as an Indemnified Party in connection with a arising from any claim for Losses indemnification under Section 6.1(a) will be paid in cash by Seller in accordance with payment instructions provided by the Buyer. Any and all dollar amounts payable by the Buyer as an Indemnifying Party to the Seller as an Indemnified Party in connection with a claim for Losses under Section 6.1(b) will be paid in cash in accordance with payment instructions provided by the Seller. (c) Notwithstanding the foregoing, the limitations on liability in paragraphs (a) and (b) of this Section 7.4 shall not apply to (i) claims related to breaches of or inaccuracies in the representations and warranties set forth in Section 3.1, 3.2, 3.5, 3.12, 3.13 and 3.19; (ii) claims for indemnification pursuant to any provision of Section 7 other than Sections 7.2(a)(i) and 7.2(b)(i9.1(c)(i); provided provided, however, that the aggregate liability of the -------- ------- Manager Sellers to indemnify the Buyer Indemnities for Losses arising from any breach of the representations and warranties made by each Manager Seller in Sections 3.23 (U.S. Environmental Matters) and 3.24 (Irish Environmental Matters) shall in no event exceed U.S. $2,414,827, and the assets contained in the Escrow Account shall be the sole source of satisfaction for any claim by any Buyer Indemnitee made on or prior to the Distribution Date (as defined in the Escrow Agreement) for indemnification under Section 9.1(c)(i) in respect of the representations and warranties made by each Manager Seller in Sections 3.23 and 3.24. (b) Notwithstanding the foregoing, no minimum or maximum dollar limitation shall apply to Losses arising from (A) any claim with respect Losses arising as described to the representations and warranties contained in clauses Sections 3.1 (iOrganization), 3.2 (Subsidiaries), 3.5 (Capitalization), 3.14 (Employee Benefit Plans; Pensions), 3.17 (Brokers and Finders) and 3.19 (iiTaxes), (B) hereof shall not exceed the Purchase Price and provided further nothing herein shall be deemed any claim under Section 9.1(a), 9.1(b) (subject to limit an Indemnified Party’s ability to bring a Section 9.2(c)) or 9.1(c)(ii) or (C) any claim for equitable relief or resulting from bringing any action based on fraud or intentional misrepresentation misrepresentation. (c) Except for any claim resulting from fraud or intentional misrepresentation, the monetary relief available for such claim. Subject maximum aggregate obligation of any Seller in respect of all Losses incurred by the Buyer Indemnitees arising from or related to Section 6.3(b), any and all dollar amounts payable by an Indemnifying Party to an Indemnified Party in connection with a claim for Losses under any provision of Section 7 other than Section 7.1(a)(i) and Section 7.1(b)(i) will be paid in cash without deduction or set off breach by such Indemnifying Party Seller of the representation and warranty made by such Seller in accordance with payment instructions provided by Section 4.2 shall be such Seller's pro rata share of the Indemnified Partysum of the Unadjusted Purchase Price plus the amount of the Adjustment, if any.