Common use of Thresholds and Limitations Clause in Contracts

Thresholds and Limitations. (1) Subject to Section 7.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 Subject to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is not to exceed the Purchase Price. (4) The provisions of Section 7.4 do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or (b) to the extent not performed or waived prior to Closing, any breach or non-performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.

Thresholds and Limitations. (1) Subject to Section 7.4(48.6(5), the obligation of the Vendor Vendors and the Vendors’ Representative, as applicable, to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 Sections 8.2, 8.3 and 8.4 and the Purchaser’s obligation to indemnify the Vendor Vendors and the Vendor Indemnitees pursuant to Section 7.3 8.5 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor Vendors and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 50,000. Subject to Section 7.4(28.6(2) and 8.6(3), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor Vendors and the Vendors’ Representative, as applicable, shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(38.6(4), if the aggregate of all those Losses suffered or incurred by the Vendor Vendors and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor Vendors and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor Vendors for Losses pursuant to Sections 7.2 8.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser Vendors’ Representative for Losses pursuant to Section 7.3 Sections 8.3 and 8.4 is not to exceed the Purchase Price. (4) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 8.5 is not to exceed the Purchase Price. (5) The provisions of Section 7.4 8.6(1) do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or; (b) to the extent not performed or waived prior to Closing, Closing any breach or non-non- performance by any of the Vendor Vendors or the Vendors’ Representative, as applicable, of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and (c) the indemnifications by the Vendors’ Representative in favour of the Purchaser contained in Section 7.4.

Thresholds and Limitations. (1) Subject to Section 7.4(49.4(5), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 9.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 9.3 are applicable only if to the aggregate of all extent those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of Seventy Five Million Dollars ($50,000 Subject 75,000,000). Except with respect of Fundamental Representations none of Purchaser or Purchaser Indemnitees shall be entitled to assert any right to indemnification under Section 7.4(29.2 with respect to any individual claim unless the Losses resulting from such individual Claim exceeds Three Hundred Thousand Dollars ($300,000) (the “Individual Claim Threshold” and each individual claim that exceeds the Individual Claim Threshold, a “Qualifying Claim”). Purchaser and Purchaser Indemnitees (separately or collectively) shall not be entitled to assert any right to indemnification under Section 9.2 for any breach until the aggregate amount of all Losses actually suffered by Purchaser or Purchaser Indemnitees in respect of Qualifying Claims exceeds Seventy Five Million Dollars ($75,000,000) (the “Deductible Amount”), if and then only to the aggregate of all those extent such Losses suffered or incurred by exceed, in the Purchaser and the Purchaser Indemnitees exceeds that amountaggregate, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amountDeductible Amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to: (a) Section 9.2(1) on account of a breach of a Fundamental Representation is not to Sections 7.2 exceed the Purchase Price; (b) Section 9.2 on account of a breach of anything other than a Fundamental Representation is not to exceed Seven Hundred Fifty Million Dollars ($750,000,000), provided that notwithstanding anything to the contrary contained in the foregoing, the aggregate liability of Vendor in respect of all Claims under this Agreement is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 9.3 is not to exceed the Purchase PriceOne Billion Five Hundred Million Dollars ($1,500,000,000). (4) For purposes of calculating Losses pursuant to this Article 9, each of the representations and warranties made by Vendor shall be deemed to have been made without the inclusion of or reference to the following limitations or qualifications as to materiality, in all material respects, Material Adverse Effect, or words and phrases of similar meaning or intent. (5) The provisions of Section 7.4 9.4(1) do not apply in respect of: (a) the indemnification by Vendor in favour of Purchaser contained in Section 9.2(3); (b) any inaccuracy or a breach of a representation or warranty involving fraud (other than constructive fraud), fraudulent misrepresentation or intentional misrepresentation; or; (bc) the representations and warranties contained in Sections 6.1(5) and 6.1(6); (d) the Fundamental Representations; (e) to the extent not performed or waived prior to Closing, any breach or non-performance by the any of Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant hereto; (f) the indemnifications by Purchaser in favour of Vendor contained in Sections 7.3(6) Section 7.9(10)(b); and (g) the indemnifications by Vendor in favour of Purchaser contained in Section 8.5. (6) Nothing contained in this Agreement shall impose any liability on any Party for any indirect or consequential damages, indirect losses or loss of profit, including business loss and economic loss (the “Consequential Losses”) suffered or incurred by another Party or by Purchaser’s Indemnitees or Vendor’s Indemnitees (as applicable), provided that this Section 9.4(6) shall not preclude a Party from entitlement to this AgreementIndemnification for such Party’s liability to a Third Party for Consequential Losses which such Third Party suffers or incurs.

Thresholds and Limitations. (1) Subject to Section 7.4(48.4(4), the obligation of the Vendor to indemnify the Purchaser Purchaser, the Parent and the Purchaser Indemnitees pursuant to Section 7.2 8.2 and the PurchaserPurchaser and Parent’s obligation obligations to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 8.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser Purchaser, the Parent and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 [Amount redacted]. Subject to Section 7.4(28.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser Purchaser, the Parent and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser Purchaser, the Parent and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(38.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser and Parent shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 Section 8.2 is not to exceed the Purchase Price[Amount redacted] in aggregate. (3) The maximum aggregate liability of the Purchaser and Parent for Losses pursuant to Section 7.3 8.3 is not to exceed the Purchase Price[Amount redacted] in aggregate. (4) The provisions of Section 7.4 8.4(1) do not apply in respect of: (a) any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or; (b) to the extent not performed or waived prior to Closing, Closing any breach or non-non- performance by the Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and (c) the indemnifications by the Vendor in favour of the Purchaser and Parent contained in Section 7.4.

Thresholds and Limitations. (1a) Subject Except in connection with the Patent Litigation, the Indemnified Parties shall not be entitled to receive any indemnification payment with respect to any claims for indemnification under this Article VIII ("Claims") until the aggregate Losses for which such Indemnified Parties otherwise would be entitled to receive indemnification exceed $1,000,000 (the "Threshold"); at which point the Indemnified Parties may make Claims for all Losses, including the first $1,000,000 of Losses. Notwithstanding the foregoing, in the case of any Claim for Losses attributable to any breach of the Company's representations or warranties in Section 7.4(42.17.7, of which breach the Company did not have knowledge (an "Unknown Infringement Claim"), the obligation of the Vendor no Indemnified Party shall be entitled to indemnify the Purchaser receive any indemnification payment hereunder until and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if unless the aggregate of all those such Unknown Infringement Claims exceeds $500,000. Furthermore, a maximum of $500,000 of Unknown Infringement Claims shall be excluded in determining whether the amount of all Losses suffered exceeds the Threshold. (b) With regard to the Patent Litigation, Parent agrees that attorneys' fees and expenses up to $1,000,000 will not constitute a Loss for which Parent or incurred any other Indemnified Party may make a Claim (the "Claim Exclusion"). Other than such Claim Exclusion and subject to the further provisions this Section 8.3, the Indemnified Parties will be entitled to received indemnification for all Losses relating to the Patent Litigation. (c) Except for Losses based on fraud or intentional misrepresentation, the aggregate liability of any stockholder of the Company pursuant to this Article VIII (i) for any Loss not in connection with the Patent Litigation shall be limited to the Indemnification Escrow Shares and (ii) for any Loss in connection with the Patent Litigation shall be limited to the Special Liability Escrow Shares. (d) Losses in any case shall be net of the amount of any insurance proceeds or any indemnity or contribution actually recovered by Parent or the Surviving Corporation. (e) An indemnifying party shall not be obligated to defend and hold harmless an Indemnified Party, or otherwise be liable to such party, with respect to any claims made by the Purchaser and Indemnified Party after the Purchaser Indemniteesexpiration of the Survival Period or other applicable time limitation described in Section 8.1, on except that indemnity may be sought after the one hand, expiration of the Survival Period or other applicable time limitation if a Claim Notice (as defined in Section 8.4) shall have been delivered to the Stockholders' Committee prior to the expiration of such time period. (f) The indemnification obligations of the stockholders under this Article VIII shall be satisfied only by forfeiture to the Vendor and applicable Indemnified Party of that portion of the Vendor Indemnitees, on Indemnification Escrow Shares or the other handSpecial Liability Escrow Shares, as applicable, is in excess accordance with the provisions of $50,000 Subject this Article VIII and the respective escrow agreement. The aggregate value of Claims paid by means of the forfeiture to Parent of Indemnification Escrow Shares shall be deemed to reduce the total Merger Consideration otherwise payable to the stockholders of the Company pursuant to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor 1.8. Any such claims shall be obliged deemed to indemnify reduce the Purchaser and Indemnification Escrow Shares or the Purchaser Indemnitees for Special Liability Escrow Shares, as applicable, pro rata, with respect to each stockholder, as determined by reference to the number of shares of Parent Common Stock such stockholder is entitled to receive in the Merger as compared to all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amountother stockholders. (2g) The maximum aggregate liability stockholders of the Vendor Company shall not have any liability or obligation to indemnify any Indemnified Party for any Losses pursuant to Sections 7.2 is not to exceed resulting from the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is not to exceed the Purchase Price. (4) The provisions of Section 7.4 do not apply in respect of: (a) any inaccuracy or breach of a any representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or (b) to the extent not performed that Parent or Merger Sub has waived such breach in writing prior to Closing, any breach or non-performance by the Vendor consummation of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreementthe Merger.

Thresholds and Limitations. (1a) Subject to Section 7.4(410.4(g), the obligation of the Vendor Sanna Shareholders to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 10.1 or 10.2, and the Purchaser’s 's obligation to indemnify the Vendor and the Vendor Indemnitees Sanna Shareholders pursuant to Section 7.3 10.3, are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser IndemniteesPurchaser, on the one hand, or by the Vendor and the Vendor IndemniteesSanna Shareholders, on the other hand, as applicable, is in excess of $50,000 25,000.00 (the "Basket"). (b) Subject to Section 7.4(210.4(e), if the aggregate of all those Losses suffered or incurred by the Purchaser and exceeds the Purchaser Indemnitees exceeds that amountBasket, the Vendor Sanna Shareholders shall be obliged to indemnify the Purchaser and for the Purchaser Indemnitees for all aggregate amount of those Losses, including Losses in excess of the Losses up to and including that amount. Subject to Section 7.4(3), if Basket. (c) If the aggregate of all those Losses suffered or incurred by the Vendor and Sanna Shareholders exceeds the Vendor Indemnitees exceeds that amountBasket, the Purchaser shall be obliged to indemnify the Vendor and Sanna Shareholders for the Vendor Indemnitees for all aggregate amount of those Losses, including Losses in excess of the Losses up to and including that amountBasket. (2d) For all purposes, the Purchaser shall not include in its calculation of the aggregate amount of the Losses suffered or incurred by the Purchaser, and the Sanna Shareholders shall not be required to indemnify the Purchaser for, any individual item where the amount relating to such claim (or series of claims arising from the same or substantially similar facts or circumstances) does not exceed $25,000.00. (e) The maximum aggregate liability of the Vendor Sanna Shareholders for Losses pursuant to Sections 7.2 is Section 10.1 shall not to exceed the Purchase Price$250,000.00. (3f) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is 10.3 shall not to exceed the Purchase Price$250,000.00. (4g) The Notwithstanding anything to the contrary herein: (i) no party shall be liable under this Article for any Losses resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had knowledge of such breach prior to Closing; and (ii) the provisions of Section 7.4 10.4(a) do not apply in respect of: (a) of any inaccuracy or breach of a representation or warranty involving fraud, fraudulent misrepresentation or intentional misrepresentation; or. (bh) The Indemnified Party shall use commercially reasonable efforts to the extent not performed mitigate losses suffered, incurred or waived prior to Closing, any breach or non-performance sustained by the Vendor such Indemnified Party arising out of any covenant matter for which such Indemnified Party has sought indemnification hereunder; provided that no such Indemnified Party shall be required to take any action or other obligation to be performed by it refrain from taking any action that is contained in this Agreement contrary to any applicable contract or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreementlaw binding on such Indemnified Party.

Thresholds and Limitations. (1) Subject to Section 7.4(4), the obligation of the Vendor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Section 7.2 and the Purchaser’s obligation to indemnify the Vendor and the Vendor Indemnitees pursuant to Section 7.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendor and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $50,000 Subject to Section 7.4(2), if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendor shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for all of those Losses, including the Losses up to and including that amount. Subject to Section 7.4(3), if the aggregate of all those Losses suffered or incurred by the Vendor and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendor and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount. (2) The maximum aggregate liability of the Vendor for Losses pursuant to Sections 7.2 is not to exceed the Purchase Price. (3) The maximum aggregate liability of the Purchaser for Losses pursuant to Section 7.3 is not to exceed the Purchase Price. (4) The provisions of Section 7.4 do not apply in respect of: (a) The LION Indemnified Parties shall be not entitled to receive any inaccuracy or breach indemnification payment with respect to any claims for indemnification under this Article 9 unless the amount of a representation or warranty involving fraudthe Losses in question exceed $25,000 (the "LOSS THRESHOLD"); provided, fraudulent misrepresentation or intentional misrepresentation; orhowever, that once such Losses exceed the Loss Threshold, such LION Indemnified Parties shall be entitled to indemnification for the aggregate amount of all Losses from the first dollar. (b) The TRMS Indemnified Parties shall be not entitled to receive any indemnification payment with respect to any claims for indemnification under this Article 9 unless the extent not performed or waived prior amount of the Losses in question exceed the Loss Threshold; provided, however, that once such Losses exceed the Loss Threshold, such TRMS Indemnified Parties shall be entitled to Closingindemnification for the aggregate amount of all Losses from the first dollar. (c) Except for Losses based on fraud, any breach or non-performance by the Vendor aggregate total liability of any covenant or other obligation to be performed by it that is contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered the Principal Stockholders pursuant to this AgreementArticle 9 shall be limited to an amount equal to 25% of the Purchase Price (the "INDEMNIFICATION CAP"). (d) Except for Losses based on fraud, the aggregate total liability of LION pursuant to this Article 9 shall be limited to the amount of the Indemnification Cap. (e) An indemnifying party shall not be obligated to defend and hold harmless an Indemnified Party, or otherwise be liable to such party, with respect to any claims made by the Indemnified Party after the expiration of the Survival Period or other applicable time limitation described in Section 9.1, except that indemnity may be sought after the expiration of the Survival Period or other applicable time limitation if a Claim Notice shall have been delivered to the Stockholders' Representative prior to the expiration of such time period. (f) Except for Losses based on fraud, (i) the obligations of the Principal Stockholders to indemnify the LION Indemnified Parties under this Article 9 shall be the sole and exclusive remedy of the LION Indemnified Parties under the Operative Documents against the Principal Stockholders, and (ii) the obligations of LION to indemnify TRMS Indemnified Parties under this Article 9 shall be the sole and exclusive remedy of TRMS Indemnified Parties under the Operative Documents against LION.