Certain Limitations. The indemnification provided for in Section 5.2 and Section 5.3 shall be subject to the following limitations:

Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall not # exceed the applicable VWAP Purchase Maximum Amount, # cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, or # cause the Exchange Cap (to the extent applicable under Section 2.3) to be exceeded, unless in the case of this clause (iii), the Company’s stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Trading Market.

Certain Limitations. Following the Closing, the indemnification provided for in this Agreement shall be the exclusive remedy of Buyer or Seller for any claims, whether in law or equity, in contract, tort or otherwise, arising out of or relating to this Agreement or any of the Ancillary Agreements, or any alleged breach thereof. Except for claims under Section 10.2(b) and/or claims resulting from fraud or criminal acts, no claim for indemnification shall be permitted as to any matter that arises, or is initially asserted or brought, more than twelve (12) months after the Closing Date. No party shall be entitled to indemnification unless and until the total amount of its Losses exceeds $15,000, but if that threshold is exceeded a party may seek indemnification (subject to the other terms and limitations of this Agreement) from the first dollar of its Losses. The indemnification provided for by Seller in Section 10.2(a) shall be subject to a ceiling of $500,000 on the total Losses for which Buyer may obtain indemnification. Notwithstanding anything else in this Agreement to the contrary, the maximum aggregate indemnification liability of Seller shall be the amount of the Cash Payment, except in the case of any Losses resulting from fraud or criminal acts for which the liability of Seller shall be unlimited.

Certain Limitations on Subsidiaries. Without limiting the applicability of the other covenants herein, the Company will not cause, suffer or permit any Subsidiary to:

The rights to indemnification provided for in this Article 6 shall be the sole and exclusive remedy of BIOX or RKDA, as the case may be, after the Closing for any and all claims arising out of, related to, in connection with or with respect to, this Agreement or the transactions contemplated hereby, excluding, in each case, any claim relating to fraud; provided, however, that nothing contained in this Agreement shall prevent an Indemnified Party from # pursuing remedies as may be available to such Indemnified Party under applicable Law in the event of the Indemnifying Party’s failure to comply with its indemnification obligations hereunder; # pursuing an injunction or other equitable relief as may be available to such Party under applicable Law; or # pursuing remedies as may be available pursuant to [Section 8.13].

Buyer shall have no remedy for any individual Title Defect, and Seller shall have no remedy for any individual Title Credit, unless the Title Defect Amount for such individual Title Defect, or Title Credit Amount for such individual Title Credit, exceeds Fifteen Thousand Dollars ($15,000.00) (the “Title Threshold”), and no Title Defect or Title Credit shall be taken into consideration for the purpose of calculating any Purchase Price reduction or increase under this Section 3.2 unless the Title Defect Amount for such Title Defect, or Title Credit Amount for such Title Credit, exceeds the Title Threshold (which shall be treated as a threshold and not a deductible).

Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall not # exceed the applicable VWAP Purchase Maximum Amount, # cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, or # cause the Exchange Cap (to the extent applicable under Section 2.3) to be exceeded, unless in the case of this clause (iii), the Company’s stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Trading Market.

Certain Limitations. The indemnification provided for in Section 5.2 and Section 5.3 shall be subject to the following limitations:

Certain Limitations on Awards. Except as set forth in the following sentence, or as specified by the Committee in an Award with respect to the occurrence of a Change of Control, death, disability or termination of employment or service, no performance-based Award shall be based on a performance period of less than one year, and no Award that is conditioned on continued employment or the passage of time shall provide for vesting in less than one year. Notwithstanding the foregoing, a maximum of 5% of the aggregate number of shares of Stock available for issuance under this Plan may be issued without regard to such one-year minimum performance or vesting requirement. The limitations of this Section 9.5 shall not apply to Awards under [Section 5.7] of this Plan.

Certain Limitations. Each of the Milestone Payments shall only be payable once, upon the first occurrence of the corresponding Milestone