Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Member, Company, the Purchaser or MSSI as applicable, are responsible under this Agreement exceeds twenty thousand ($20,000) Dollars (the “Basket”); provided that once such Basket is exceeded for the Members, the Company, the Purchaser or MSSI as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the MSSI/Purchaser Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Members or the Company of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.
Basket. Notwithstanding anything to the contrary herein, in no event shall an Indemnifying Party have any liability for an indemnity obligation under this Article VI unless and until the Damages relating to the party’s Indemnity Claims exceed $35,000 in the aggregate, provided, however that the provisions of this Section 6.8 shall not be construed to apply to the adjustments in Section 4.5. From and after the time the aggregate Damages for an Indemnified Party’s Indemnity Claims exceed $35,000, the limitation set forth in this Section 6.8 shall be of no further force and effect and the Indemnifying Party shall be liable for the entire amount of the Damages, subject to the liability limitations of Section 6.7.
Basket. Subject to Section 9.03(b), the Member shall not be required to make any indemnification payment pursuant to Section 9.02(a)(i) or Section 9.02(a)(ii) for any inaccuracy in or breach of any representation or warranty in this Agreement or in the Company Closing Certificate until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one or more of the Parent Indemnitees, or to which any one or more of the Parent Indemnitees has or have otherwise directly or indirectly become subject, in each case, arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies or breaches of any representations or warranties, exceeds $850,000 in the aggregate (the “Basket Amount”). If the total amount of such Damages exceeds the Basket Amount, then the Parent Indemnitees shall only be entitled to be indemnified against and compensated and reimbursed for the portion of such Damages exceeding the Basket Amount.
Basket. A Buyer Indemnified Party shall not be entitled to make a claim for indemnification for any Losses arising out of Section 9.1 until the aggregate amount of all claims for Losses which arise out of Section 9.1 exceeds Ten Thousand Dollars ($10,000) (the “Basket”). In the event the aggregate amount of such Losses exceeds the Basket, then the Seller shall indemnify such Buyer Indemnified Party with respect to the amount of all Losses exceeding the amount of the Basket.
Basket. The Selling Stockholders shall not be required to make any indemnification payment pursuant to Section 10.2(a) until such time as the total amount of all Damages that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $100,000 in the aggregate (the “Basket Amount”). If the total amount of such Damages exceeds the Basket Amount then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the amount of such Damages that exceed the Basket Amount.
Basket. In no event will Seller be liable to Buyer for any breach of a representation or warranty hereunder unless and to the extent the Loss actually and directly incurred by Buyer as results of such breach together with the Loss actually and directly incurred by Buyer as results of any other breach(s) in the aggregate exceed the Threshold Amount, provided, that in no event shall Seller have any liability to Buyer for any consequential damages arising from a breach by Seller of any representation or warranty unless such breach results from the intentional concealment by Seller.
Basket. No indemnification shall be payable pursuant to Section 10.2(a) (other than with respect to a Fundamental Representation or Tax Representations for which this Section 10.5(c) shall not apply) or a breach of Pre-Closing Covenants unless the total amount of all indemnifiable Losses incurred by the Buyer Indemnitees, including those subject to all previous claims that resulted in Losses for such matters, exceeds $1,250,000 (the “Basket”), whereupon indemnification shall be payable for the amount of such Losses only in excess of the Basket. (d)
Basket. Notwithstanding any conflicting or inconsistent provisions ------ hereof, Seller and the Principal shall not be liable in damages, indemnity or otherwise to Buyer or P2S in respect of the inaccuracy or breach of any representations, warranties, covenants or agreements herein, except to the extent that the damages to Buyer and/or P2S, singularly or in the aggregate, exceed the sum of $10,000; provided that Seller's and Principal's maximum obligation under this sentence shall not exceed $1,000,000 in the aggregate. Notwithstanding any conflicting or inconsistent provisions hereof, Buyer and P2S shall not be liable in damages, indemnity or otherwise to Seller, the Principal (or any designee) in respect to the inaccuracy or breach of any representations, warranties, covenants or agreements herein except to the extent that damages to Seller exceed, individually or in the aggregate, the sum of $10,000; provided that Buyer's and P2S's maximum obligation under this sentence shall not exceed $1,000,000 in the aggregate.
Basket. Except in the case of (i) fraud, willful breach or willful misconduct, (ii) Liability for Taxes that are the responsibility of the Seller, and (iii) as provided in Section 10.11, the Seller shall not be liable to any member of the Purchaser Group under Section 9.2(a), and the Purchaser shall not be liable to any member of the Seller Group under Section 9.3(a) unless and until the aggregate cumulative amount of all such Losses exceeds one million dollars ($1,000,000.00), and then shall be liable only to the extent of such excess; provided, however, that the limitation pursuant to this Section 9.7(a) shall not apply (i) to any adjustment to the Purchase Price occurring pursuant to the terms and provisions of Article II, including without limitation with respect to any Misbooking and Identified Transactions, or (ii) to any claim for indemnification arising from a breach of Section 3.2, 3.3, 3.4 or 3.6.
Basket. In no event will any amount be recovered from LMP for any Staluppi Damages resulting from matters described in Section 8.2(a)(ii) until the aggregate amount of all LMP Indemnified Liabilities incurred by Staluppi and/or the Company exceeds the Basket, in which event LMP will be obligated, subject to the other provisions of this Agreement, to indemnify Staluppi for only those amounts in excess of the Basket.