Common use of Basket; Cap Clause in Contracts

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.