Basket; Cap. (a) In no event will Sellers be liable to any Buyer Indemnified Party for indemnification under Section 9.02(a) (other than respect to a claim for indemnification based 37 upon, arising out of, with respect to or by reason of Fraud or with respect to a breach, falsity or incorrectness of any Fundamental Representation or IP Representations) until the aggregate Losses of all Buyer Indemnified Parties arising out of, in connection with or as a result of claims under Section 9.02(a) exceeds $100,000 in the aggregate (the “Basket”), in which event Sellers shall be obligated to indemnify the Buyer Indemnified Parties from and against all such Losses from the first dollar. Buyer shall not be liable to any Seller Indemnified Party for indemnification under Section 9.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of Fraud) until the aggregate Losses of all Seller Indemnified Parties arising out of, in connection with or as a result of claims under Section 9.03(a) exceeds the Basket, in which event Buyer shall be obligated to indemnify a Seller Indemnified Party from and against all such Losses from the first dollar.
Basket; Cap. Except as otherwise provided in Subsections 1.06(b)(ii) and (iii), the indemnification obligations of Owners provided for in Section 1.06(a) shall:
Basket; Cap. The indemnification obligations of the Sellers pursuant to Section 10.1 shall apply only to the extent that the aggregate Damages incurred in connection therewith exceed $50,000 (the "Threshold Amount) and no claim for indemnification shall be paid unless and until the aggregate Damages incurred by all of the Indemnified Purchaser Parties under Section 10.1 exceeds the Threshold Amount and then for all Damages incurred, including the Threshold Amount. The aggregate indemnification obligations of Sellers pursuant to Section 10.1 shall not exceed the sum of Six Million Dollars and 00/100 ($6,000,000) in the aggregate (the "Cap"), except this Cap shall not apply to any indemnification of an Indemnified Purchaser Party arising from Sellers' fraud or intentional misrepresentation. The amount held in the Indemnity Escrow Agreement shall not limit in any manner the Controlling Shareholders' obligations of indemnity in this Agreement, and to the extent any claim or claims by Purchaser arising pursuant to Sections 8.1 and 10.1 exceeds the amount of the Escrow Indemnity Funds, Purchaser shall have the right to seek indemnity from Sellers, jointly and severally, and shall have the right to set off against any Earnout Payments, in Purchaser's sole discretion, not to exceed the amount of the Cap.
Basket; Cap. Neither Indemnitor shall be liable to the Indemnified Party for any Claim (except if the Claim is based on a breach of the representations set forth in Sections 2.3 or 5.1, excluding those contained in subsections (ii), (iii) and (iv) of Section 5.1), unless and until the total of all damages or losses incurred with respect to all such Claims exceeds $25,000. Notwithstanding anything herein to the contrary, neither Indemnitor shall be liable to the Indemnified Party under this Agreement for more than the aggregate Purchase Price (together with the Additional Purchase Price if paid as contemplated under this Agreement), less an offset equal to the aggregate of any cash dividends paid on the Preferred Stock and the Additional Shares.
Basket; Cap. Seller shall not be required to indemnify Buyer under ----------- Section 10.2(a) or (d) hereof and Buyer and Telegate shall not be required to indemnify Seller under Section 10.3(a) or (b) hereof (i) unless and until the amount of all Losses for which indemnification is sought by the indemnified party hereunder first exceeds $200,000, in which event the party seeking indemnification may recover all of its Losses, other than the initial $200,000; or (ii) from and after such time that the aggregate amount of Losses for which the indemnified party has been indemnified under Sections 10.2 or 10.3 hereof, as the case may be, exceeds $7,100,000.
Basket; Cap. Notwithstanding anything to the contrary ----------- contained in this Agreement, no Person shall be entitled to receive any amount in respect of breaches of representations and warranties made by Seller in this Agreement or in any certificate delivered by Seller pursuant hereto (a) except to the extent, and only to the extent, the aggregate of all Losses arising from breaches of such representations and warranties shall exceed an amount equal to $350,000 (the "Basket") or (b) in excess of an amount equal to $4,500,000 in the aggregate (the "Cap"), above which amount Seller shall have no obligation or liability to indemnify Acquiror or its Affiliates, or their respective directors, officers, representatives, employees and agents, hereunder.
Basket; Cap. Sellers shall not be obligated to indemnify S.L. Indemnified Parties pursuant to Section 9.2(a) of this Agreement on account of any breach of representations or warranties under this Agreement (i) unless claims for indemnification against Sellers on account of any such breach of representations or warranties exceed in the aggregate $400,000.00 (the "BASKET"), at which point Purchaser shall be entitled to indemnification for all Losses relating to any breach of representations or warranties beginning with the first dollar of Losses, or (ii) for Losses in excess of the Purchase Price ("CAP"). No adjustments to the Purchase Price to be made under Section 3.2 hereof and no payment payable under any other provision of Section 9.2, other than Section 9.2(a), as the case may be, shall be counted in calculating the Basket.
Basket; Cap. Parent Indemnitees will not be entitled to recover any Losses pursuant to Section 6.2(a), (b) (except for any breach, nonfulfillment or noncompliance of or with the obligations set forth in Sections 4.14), (d) or (g) until the total of all such Losses suffered by Parent Indemnitees exceeds $300,000 (the “Basket”), in which event Parent Indemnitees shall be entitled to recover all Losses in excess of the Basket up to a maximum of the R&W Liability Cap; provided, however, that the foregoing limitations will not apply to claims in respect of breaches of the representations and warranties set forth in Sections 2.1 (Organization; Good Standing; Qualification and Power), 2.2 (Capitalization), 2.4 (Power and Authority) or 2.17 (Taxes) or claims based on Fraud. Notwithstanding any of the foregoing, for individual Losses, the aggregate amount of such Loss for which any Company Stockholder shall be liable pursuant to Section 6.2 shall be the lesser of (i) its Pro Rata Percentage of such Loss or (ii) the portion of the Merger Consideration which such Company Stockholder was actually paid. For avoidance of doubt, the aggregate amount of all Losses for which any Company Stockholder shall be liable pursuant to Section 6.2 shall be the portion of the Merger Consideration which such Company Stockholder was actually paid.
Basket; Cap. The Seller shall not be liable for any Losses pursuant to Section 8.2(a)(i) and (ii), other than with respect to Claims based on a breach of a Fundamental Representation or Fraud, (i) unless the Claim for such Losses is brought prior to the Claim Release Date or IP Release Date, as applicable and (ii) unless and until the aggregate amount of such Losses exceeds $150,000 (the “Basket”), in which case, and at which time, the Seller shall be liable for the entire amount of such Losses, and not merely the portion of such Losses exceeding the Basket. In no event shall Seller be obligated to indemnify Buyer pursuant to 8.2(a)(i) and (ii), other than with respect to Claims based on Fraud or breach of a Fundamental Representation, in excess of the Escrow Amount (the “Cap”). Notwithstanding the foregoing, any Claim based on Sections 8.2(a)(iii), (iv) or (v), Fraud or a breach of a Fundamental Representation (i) is not subject to the Cap, (ii) is not subject to the Basket, and (iii) can be the subject of a Claim against the Escrow Funds; provided, however, that, except for Losses arising from Fraud, the Seller shall not be liable for any Losses in excess of the Purchase Price actually received by the Seller.
Basket; Cap. (i) Except for claims for indemnification with respect to any inaccuracy in or breach of any of the Fundamental Representations, neither BUYER nor SELLERS shall be entitled to indemnification for any Losses arising under Section 8.3 or 8.4, as the case may be, until the aggregate amount of all of the claims for indemnification exceeds Fifty Thousand Dollars ($50,000) and thereafter, BUYER or SELLERS, as applicable, shall be entitled to indemnification for all of the Losses.
