No amount shall be payable to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and until the aggregate Losses for a claim or series of like claims that are paid, incurred, sustained or accrued equal or exceed ​ (the “Threshold”), at which time the Seller shall indemnify the Buyer Indemnified Parties for the full amount of all Losses in respect of such claims from and including the ​ of all such Losses but subject to the other limitation contained herein; provided, however, that the Threshold shall not apply to any Losses resulting from, arising out of or relating to breaches of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.

No amountLimitations. Notwithstanding [Section 11.1], the Seller shall be payablenot have any obligation to aindemnify Buyer Indemnified Party hereunder in satisfaction ofwith respect to any claim unless andLosses # until the aggregate amount of all Losses for a claimthat Buyer suffered, sustained, incurred or series of like claims thatpaid or are paid, incurred, sustainedrequired to pay exceeds or accrued equal ormay exceed ​ (the “Threshold”“Threshold”), at which timepoint the Seller shall be obligated to indemnify the Buyer Indemnified Parties for the full amount offrom and against all Losses in respect of such claims from and includingrelating back to the ​, # in excess of all such Losses but subject​ in the aggregate (the “Cap”) or # with respect to any matter related to Seller with respect to which Buyer was aware in reasonable detail prior to Closing; provided, the other limitation contained herein; provided, however, thatforegoing notwithstanding, the Threshold and Cap shall not apply to any Losses resulting from, arising out ofof, resulting from or relatingrelated to breachesthe breach by Seller of the representations and warranties set forth in [Sections 3.1, 3.2, and 3.5]5]5] of this Agreement, but with respect to [Sections 3.1, 3.2 and 3.5]5]5], only to the Fundamental Representations, orextent that Buyer has not received all right, title and interest in the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.Purchased Stock.

No amountLimitations. Notwithstanding [Section 11.1], the Sellers shall be payablenot have any obligation to aindemnify Buyer Indemnified Party hereunder in satisfaction ofwith respect to any claim unless andLosses # until the aggregate amount of all Losses for a claimthat Buyer suffered, sustained, incurred or series of like claims thatpaid or are paid, incurred, sustainedrequired to pay exceeds or accrued equal ormay exceed ​ (the “Threshold”“Threshold”), at which timepoint the SellerSellers shall be obligated to indemnify the Buyer Indemnified Parties for the full amount offrom and against all Losses in respect of such claims from and includingrelating back to the ​, # in excess of all such Losses but subject​ in the aggregate (the “Cap”) or # with respect to any matter related to Sellers with respect to which Buyer was aware in reasonable detail prior to Closing; provided, the other limitation contained herein; provided, however, thatforegoing notwithstanding, the Threshold and Cap shall not apply to any Losses resulting from, arising out ofof, resulting from or relatingrelated to breachesthe breach by Sellers of the representations and warranties set forth in [Sections 3.1, 3.2, and 3.5]5]5] of this Agreement, but with respect to [Sections 3.1, 3.2 and 3.5]5]5], only to the Fundamental Representations, orextent that Buyer has not received all right, title and interest in the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.Purchased Stock.

No amount shall be payablewith respect to a Buyer Indemnified Party hereunder in satisfaction of any claim unless and untilfor indemnification pursuant to [Section 8.01(a)(i)], only if the aggregate Indemnifiable Losses for a claim or series of liketo all Indemnified Buyer Entities with respect to all such claims that are paid, incurred, sustained or accrued equal or exceedexceeds ​ (the “Threshold”“Deductible”), at which time whereupon (subject to the provisions of [clauses (ii) and (iii)])] below) Seller shall indemnifybe obligated to pay in full all such amounts but only to the Buyer Indemnified Parties forextent such aggregate Indemnifiable Losses are in excess of the full amount of all Losses in respect of such claims from and including the ​ of all such Losses but subject to the other limitation contained herein;Deductible; provided, however, that the ThresholdDeductible shall not apply to any Losses resulting from, arising outindemnification obligation of or relatingSeller related to breachesany breach of any of the representations and warranties set forth in the Fundamental Representations, or the related sections and subsections of the Company’s disclosure schedules provided in connection herewith (in each case disregarding any materiality limitation therein) or the Covered Matters.Seller Specified Representations;