Common use of Basket Amount Clause in Contracts

Basket Amount. (i) Other than for Losses resulting from claims brought on the basis of willful fraud or intentional misrepresentation, none of the Buyer Indemnified Parties shall be entitled to indemnification for any Losses under Section 9.2(a)(i) unless and until the aggregate amount of such Losses suffered, sustained or incurred by all of the Buyer Indemnified Parties, collectively, under Section 9.2(a)(i) that would otherwise be indemnifiable exceeds $250,000 (the “Basket Amount”), in which case the obligations to provide indemnification to the applicable Buyer Indemnified Party shall be for the amount of all such Losses from the first dollar; provided, that such limitation shall not apply to Losses resulting from breaches of Company Fundamental Representations. (ii) Other than for Losses resulting from claims brought on the basis of willful fraud or intentional misrepresentation, none of the Seller Indemnified Parties shall be entitled to indemnification for any Losses under Section 9.2(b)(i) unless and until the aggregate amount of such Losses suffered, sustained or incurred by all of the Seller Indemnified Parties, collectively, under Section 9.2(b)(i) that would otherwise be indemnifiable exceeds the Basket Amount, in which case the obligations to provide indemnification to the applicable Seller Indemnified Party shall be for the amount of all such Losses from the first dollar; provided, that such limitation shall not apply to Losses resulting from breaches of Buyer Fundamental Representations.

Basket Amount. The Purchaser Indemnified Parties shall not be entitled to recover any Indemnification Claims under or pursuant to Section 7.2(a)(i) or Section 7.2(a)(ii) unless and until all Damages directly or indirectly paid, sustained or incurred by the Purchaser Indemnified Parties (ior any of them) Other than for Losses resulting from claims brought on exceeds $130,000 (the basis “Basket Amount”) in the aggregate, and if the aggregate of willful fraud all Damages directly or intentional misrepresentationindirectly paid, none sustained or incurred against by the Purchaser Indemnified Parties (or any of them) exceeds the Buyer Basket Amount, then the Purchaser Indemnified Parties shall be entitled to indemnification for all such Damages from the first dollar of such Damages without regard to the Basket Amount; provided, however, that, notwithstanding the foregoing, the preceding restriction set forth in this Section 7.2(c)(v) shall not in any Losses way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to Section 7.2(a)(iii) through Section 7.2(a)(ix) inclusive, or any other claims or causes of action arising out of fraud or intentional misrepresentation under applicable law. The Selling Member Indemnified Parties shall not be entitled to recover any Indemnification Claims under or pursuant to Section 9.2(a)(i7.2(b)(i) and Section 7.2(b)(ii) unless and until the aggregate amount of such Losses sufferedall Damages directly or indirectly paid, sustained or incurred by all the Selling Member Indemnified Parties (or any of them) exceeds the Buyer Indemnified Parties, collectively, under Section 9.2(a)(i) that would otherwise be indemnifiable exceeds $250,000 (the “Basket Amount”), in which case and if the obligations to provide indemnification to the applicable Buyer Indemnified Party shall be for the amount aggregate of all such Losses from Damages paid, sustained or incurred against by the first dollar; providedSelling Member Indemnified Parties (or any of them) exceeds the Basket Amount, that such limitation shall not apply to Losses resulting from breaches of Company Fundamental Representations. (ii) Other than for Losses resulting from claims brought on then the basis of willful fraud or intentional misrepresentation, none of the Seller Selling Member Indemnified Parties shall be entitled to indemnification for any Losses under Section 9.2(b)(i) unless and until all such Damages from the aggregate amount first dollar of such Losses suffered, sustained or incurred by all of the Seller Indemnified Parties, collectively, under Section 9.2(b)(i) that would otherwise be indemnifiable exceeds Damages without regard to the Basket Amount, in which case the obligations to provide indemnification to the applicable Seller Indemnified Party shall be for the amount of all such Losses from the first dollar; provided, that such limitation however, that, notwithstanding the foregoing, the preceding restriction set forth in this Section 7.2(c)(v) shall not apply in any way limit or otherwise restrict any right in respect of Indemnification Claims pursuant to Losses resulting from breaches Section 7.2(b)(iii) through (v) inclusive, or any other claims or causes of Buyer Fundamental Representationsaction arising out of fraud or intentional misrepresentation under applicable law.

Basket Amount. (i) Other than for Losses resulting from claims brought on the basis of willful fraud or intentional misrepresentation, none of the A Buyer Indemnified Parties Person shall not be entitled to make a claim for indemnification for any Losses under Section 9.2(a)(i9.2(a) unless and until the aggregate amount of such indemnifiable Losses suffered, sustained that may be recovered thereunder from the Seller equals or incurred by all of the Buyer Indemnified Parties, collectively, under Section 9.2(a)(i) that would otherwise be indemnifiable exceeds $250,000 10,500,000 (the “Basket Amount”), in which case the obligations to provide indemnification to the applicable Buyer Indemnified Party Seller shall be liable only for the amount Losses in excess of all such Losses from the first dollarBasket Amount; provided, however, that such limitation no Losses may be claimed by any Buyer Indemnified Person or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for purposes of this Section 9.8(a)(i) other than Losses in excess of $200,000 (the “Minimum Loss Amount”) resulting from any single claim or aggregated claims arising out of similar facts, events or circumstances; provided, further, that the foregoing provisions of this Section 9.8(a)(i) will not apply to or otherwise be comprised of any Losses resulting from breaches relating to the breach of Company any Seller Fundamental RepresentationsRepresentation or the indemnification obligations under Article VII. (ii) Other than Except for Losses relating to the Seller’s obligations under Section 6.10(g), Section 6.13 and Section 6.18, no Losses may be claimed by any Buyer Indemnified Person or shall be reimbursable by the Seller or shall be included in calculating the aggregate Losses for any claim for indemnification under Section 9.2(b) other than Losses in excess of the Minimum Loss Amount resulting from any single claim or aggregated claims brought on the basis arising out of willful fraud similar facts, events or intentional misrepresentation, none of the Seller Indemnified Parties shall be entitled to indemnification for any Losses under Section 9.2(b)(i) unless and until the aggregate amount of such Losses suffered, sustained or incurred by all of the Seller Indemnified Parties, collectively, under Section 9.2(b)(i) that would otherwise be indemnifiable exceeds the Basket Amount, in which case the obligations to provide indemnification to the applicable Seller Indemnified Party shall be for the amount of all such Losses from the first dollar; provided, that such limitation shall not apply to Losses resulting from breaches of Buyer Fundamental Representationscircumstances.