Scope of Seller’s Liability. (a) Notwithstanding any other provision of this Agreement to the contrary, from and after the Closing, except for Claims arising from Fraud, the R&W Insurance Policy shall be the sole and exclusive source of funds for the satisfaction of all Claims of the Buyer Indemnitees for which indemnity is sought under Sections 9.1(a), 10.2(a) and 10.2(e) hereunder, and, from and after the Closing, recourse to the R&W Insurance Policy shall be the sole and exclusive remedy for the Buyer Indemnitees for such Claims. For the avoidance of doubt, in the event that Buyer does not obtain the R&W Insurance Policy, Seller is not responsible for, and has no Liability with respect to, Claims brought under Sections 9.1(a), 10.2(a) and 10.2(e) hereunder, except, and solely with respect to, Taxes arising out of any breach of any Tax Covenant pursuant to Section 9.1(a)(ii)(A) as incorporated by Section 10.2(e).
(b) Indemnification for Buyer Indemnitees under Sections 10.2(b) and (c) or for Seller Indemnitees under Sections 10.3(b) or (c) shall be available to Buyer Indemnitees or Seller Indemnitees, as applicable, only for Losses, in the aggregate, up to the amount of the Purchase Price actually received by Seller (the “Cap”). No Buyer Indemnitee nor Seller Indemnitee shall have any right to indemnification under Sections 10.2(b) or (c) or Sections 10.3(b) or (c), as applicable, for any individual item where the Losses relating thereto are less than U.S.$7,000 and such Losses shall not be taken into account in determining whether the Cap have been reached.
(c) Notwithstanding anything to the contrary contained in this Section 10.4, none of the limitations set forth in Section 10.4(a) or Section 10.4(b) shall apply with respect to Losses (and such Losses shall not be taken into account in determining the Cap) (i) in respect of any of the Excluded Liabilities and Seller’s responsibility therefor or (ii) in respect of any Claim for Fraud or injunctive or provisional relief (including specific performance); provided that, notwithstanding anything else in this Article X, Seller’s maximum Liability with respect to indemnification of the Buyer Indemnitees for such Losses shall be an amount equal to the amount of the Purchase Price actually received by Seller.
(d) Each party shall, and shall cause its respective Buyer Indemnitees or Seller Indemnitees to, as applicable, use commercially reasonable efforts to mitigate any Losses upon becoming aware of any event that would reasonably be exp...
Scope of Seller’s Liability. With regard to all claims of the Purchaser against the Sellers under this section 8 the Sellers shall not be jointly and severally liable (keine gesamtschuldnerische Haftung) but only be liable as partial debtors (teilschuldnerische Haftung) to the following percentages: Seller 1 to 90% and Seller 2 to 10%. The liabilities of the Sellers under this section 8 shall neither be subject to the De Minimis Amount nor the Threshold as stipulated in section 7.3. The aggregate liability of Seller 1 under this section 8 is limited to a maximum amount of EUR 5,000,000.00 (in words: Euro five million). The aggregate liability of Seller 2 under this section 8 is limited to a maximum amount of EUR 200,000.00 (in words: Euro two hundred thousand). As far as a claim of the Purchaser against Seller 2 under this section 8 exceeds an amount of EUR 200,000.00 (in words: Euro two hundred thousand), the Purchaser can, despite the liability of the Sellers as partial debtors (Teilschuldner), claim such excess amount from Seller 1 (Ausfallhaftung). The aggregate liability of Seller 1 under this section 8 together with its aggregate liability under and pursuant to section 7.2.2 shall in no event exceed EUR 5,000,000.00 (in words: Euro five million) and the aggregate liability of Seller 2 under this section 8 together with its aggregate liability under and pursuant to sections 7.2.2, 9.3.2 and 10.2 shall in no event exceed EUR 594,324.75 (in words: Euro five hundred ninety four thousand three hundred twenty four and seventy five Eurocent).
Scope of Seller’s Liability. Indemnification shall be available to the Buyer Indemnitees under clause (a) of the first sentence of Section 10.02 only to the extent that the aggregate amount of Damages otherwise due to the Buyer Indemnitees under all claims for such indemnification exceeds one percent (1%) of the Purchase Price and then indemnification shall be available to the Buyer Indemnitees for the amount of Damages in excess of such amount, but only for all such Damages up to fifteen percent (15%) of the Purchase Price; provided that the foregoing limitations shall not apply to any claim under clause (a) of the first sentence of Section 10.02 for breach of any Seller Fundamental Representations. Seller shall not have any liability under clause (a) of the first sentence of Section 10.02 for any individual item where the Damages relating thereto are less than $250,000; provided that all items based on substantially the same or similar acts, omissions or circumstances shall be considered part of a single item for purposes of calculating the amount of Damages relating thereto; provided, further that the foregoing limitations shall not apply to any claim under clause (a) of the first sentence of Section 10.02 for breach of any Seller Fundamental Representations. Seller shall have no liability or obligation to indemnify any Buyer Indemnitee with respect to the breach of any representation, warranty, covenant or agreement based on the information provided in the Confidential Information Memorandum, the Management Presentations or Seller’s written responses to Buyer’s due diligence inquiries.
Scope of Seller’s Liability. Indemnification will be available to Purchaser Indemnitees under Section 13.1(a) only to the extent the aggregate amount of Damages otherwise due to Purchaser Indemnitees for all claims for such indemnification exceeds $9,250,000, and then indemnification will be available to Purchaser Indemnitees for the amount of all payments due to Purchaser Indemnitees under 13.1(a) in excess of such amount, but only to the extent such Damages (including the initial $9,250,000) do not exceed $46,250,000. Seller will not have any liability under Section 13.1(a) (and such Damages will be disregarded for determining whether the deductible referenced above has been exceeded) for any individual item (or series of related items) where the Damages relating thereto are less than $250,000. The limitations on liability set forth above in this Section 13.3 will not apply to (i) Damages proximately caused by a breach of, or inaccuracy in, any of the representations and warranties set forth in Section 5.2, Section 5.8.1, Section 5.10.1(a), Section 5.22, Section 5.23.2 and Section 5.24.3 (collectively, the “Fundamental Representations and Warranties”) and (ii) all Damages relating to Taxes; provided, however, that indemnification will be available to Purchaser Indemnities for Damages relating to Taxes and for breach of, or inaccuracy in, any Fundamental Representations and Warranties only to the extent Damages with respect thereto do not exceed $370,000,000.
Scope of Seller’s Liability. Indemnification shall be available to Buyer under Section 10. 2 for the Seller’s misrepresentation of representations or breach of warranties, covenants or agreements to be performed by Seller pursuant to this Agreement only to the extent the aggregate amount of Damages otherwise due to Buyer for all claims for such indemnification exceeds five percent (5%) of the Purchase Price and then indemnification shall be available to Buyer for the full amount of all payments due Buyer in excess of such amount, but only for all such Damages up to fifty percent (50%) of the Purchase Price. Seller shall have no liability or obligation to indemnify Buyer with respect to the misrepresentation of any representation or breach of any warranty based on any facts or circumstances known to Buyer prior to the Closing.
Scope of Seller’s Liability. Indemnification will be available to Purchaser Indemnitees under Section 13.1(a) for Warranty Breaches only to the extent the aggregate amount of Damages otherwise due to Purchaser Indemnitees for all claims for such indemnification exceeds $250,000, and then indemnification will be available to Purchaser Indemnitees for the amount of all payments due to Purchaser Indemnitees under Section 13.1(a) for Warranty Breaches in excess of such amount, but only to the extent such Damages do not exceed 20% of the Purchase Price (the “Indemnification Cap”). Seller will not have any liability under Section 13.1(a) (and such Damages will be disregarded for determining whether the deductible referenced above has been exceeded) for any individual item (or series of related items) where the Damages relating thereto are less than $80,000. The limitations on liability set forth above in the prior two sentences of this Section 13.3.1 will not apply to Damages arising out of or related to a breach of, or inaccuracy in, any of the representations and warranties set forth in Section 5.1 (Organization), Section 5.2 (Power and Authorization), Section 5.7.1 (Assets — Good Title), Section 5.9.1 (Intellectual Property), Section 5.13 (Tax Matters), Section 5.21 (No Brokers), and Section 5.22 (Genzyme Denmark) (collectively, the “Fundamental Representations and Warranties”); provided, however, that indemnification will be available to Purchaser Indemnities for Damages for breach of, or inaccuracy in, any Fundamental Representations and Warranties only to the extent Damages with respect thereto do not exceed 100% of the Purchase Price paid or delivered by Purchaser as of the date of such indemnification claim (the “Fundamental Indemnification Cap”).
Scope of Seller’s Liability pursuant to this Agreement
(a) of any of the Warranties shall be limited to a maximum amount of (i) EUR 4,500,000 and (ii) the amount of monies received by Seller from Escrow Tranches IV and V;
(b) except for Seller’s liability for any breach of Warranties according to Sections 4.1, 4.2, 4.3 (title), 4.6.4 (Employee Inventions), 4.15 (Tax) and 4.16 (Environmental), in which case Seller’s liability shall be limited to the sum of (i) EUR 4,500,000, and (ii) the amount of monies received by Seller from Escrow Tranches IV and V and (iii) any amount received by the Seller from the Escrow Tranches I through III provided that monies received by Seller from the Escrow Tranches I and II due to Purchaser not making compensation payment to the Seller pursuant to Section 6.6 when due shall not be taken into consideration.
Scope of Seller’s Liability. Indemnification shall be available to the BUYER Indemnitees under Section 13.5 only to the extent the aggregate amount of Liabilities otherwise due to the BUYER Indemnitees for all claims for such indemnification exceeds [****] of the Purchase Price and then indemnification shall be available to the BUYER Indemnitees for the amount of all payments due to the BUYER Indemnitees in excess of such amount, but in no event greater than [****]. SELLER shall have no liability or obligation to indemnify BUYER with respect to the misrepresentation of any representation or breach of any warranty based on any facts or circumstances known to the BUYER from the information provided in any disclosure memoranda, management presentations, data rooms, or given in writing to BUYER prior to the Closing.
Scope of Seller’s Liability. Indemnification shall be available to Buyer under (i) only to the extent the aggregate amount of Damages otherwise due to Buyer for all claims for such indemnification exceeds $145,000 and then indemnification shall be available to Buyer for the full amount of all payments due Buyer inclusive of such amount, but only for all such Damages up to $1,450,000; provided, however, the limitations on indemnification under this shall not apply to (i) fraudulent or intentional misrepresentations or (ii) misrepresentations in the representations and warranties set forth in (Corporate Existence and Power), (Corporate Authorization), (Title to Assets), and (Finders’ Fees).
Scope of Seller’s Liability. Buyers acknowledge and agree that their sole remedy against the Sellers for any matter arising with respect to any claims arising from the subject matter of this Agreement or the misrepresentations or failures of the warranties, covenants or agreements contained in this Agreement is set forth in this Article X except that the remedies of injunction and specific performance shall remain available for the non-fulfillment or failure to perform any covenant or agreement contained in this Agreement for the Parties and that, except to the extent Buyers have asserted a claim for indemnification prior to the applicable termination date set forth in Section 10.1, Buyers shall have no remedy against the Sellers for any breach of any provision of this Agreement.
