Basket/Threshold. The Sellers will have no Liability for Damages arising from Indemnification Claims made by the Seller Indemnified Parties herein (other than Breaches of Seller Special Matters, Liability under Sections 6.2(a)(ii), 6.2(a)(iv), 6.2(a)(v), 6.2(a)(vi) and Section 6.2(b)(ii), or instances of fraud, intentional misrepresentation and willful misconduct by a Seller or the Company) unless and until the aggregate Damages claimed under Section 6.2 exceeds $250,000 (the “Seller Indemnified Parties Threshold Amount”); provided, however, if the aggregate Damages claimed under Section 6.2 exceeds the Seller Indemnified Parties Threshold Amount, the Sellers’ Liability will relate back to and include the first dollar of aggregate Damages so claimed.
Basket/Threshold. The Parent Parties will have no Liability for Damages related to Breaches of the representations and warranties in Article II (other than breaches of Parent Special Matters, Liability under Section 6.3(b) or instances of fraud, intentional misrepresentation and willful misconduct) unless and until the aggregate of such Damages exceeds $250,000 (the “Parent Indemnified Parties Threshold Amount”); provided, however, if the aggregate Damages claimed under Section 6.3 exceeds the Parent Indemnified Parties Threshold Amount, the Parent Parties’ Liability will relate back to and include the first dollar of aggregate Damages so claimed.
Basket/Threshold. Buyer shall have no Liability for money Damages related to Breaches of the representations and warranties in Section 3.2 unless and until the aggregate of Damages claimed under Section 8.3 exceeds $150,000 (the “Seller Indemnified Parties Threshold Amount”); provided, however, that once such amount exceeds the Seller Indemnified Parties Threshold Amount, the Seller Indemnified Parties shall be entitled to recover Damages in excess of $150,000 up to, if applicable, the Seller Indemnified Parties Ceiling Amount; provided, further, that the Seller Indemnified Parties Threshold Amount shall not be applicable with respect to (A) Breaches of Section 3.2(a) or 3.2(b), (B) instances of fraud by Buyer, or (C) any claim pursuant to Sections 6.3(a), 8.3(b) or 8.3(c).
Basket/Threshold. The Indemnifying Parties shall not be under any obligation to indemnify the Indemnified Persons in respect of any Losses hereunder, unless and until the aggregate amount of all such Losses of the Indemnifying Parties exceeds 1% of the Consideration (“Basket Threshold”), in which case the Indemnifying Parties, shall be liable for all claims and Losses in entirety and not merely for the excess. For the avoidance of doubt, it is hereby clarified that, if the Losses of the Indemnified Persons exceed the Basket Threshold, then, the Indemnifying Parties shall by liable to indemnify for all the Losses incurred by the Indemnified Persons subject to such Losses in aggregate being more than the De Minimis Threshold.
Basket/Threshold. Buyer shall have no liability for indemnification claims under this Article 8, unless and until the aggregate Adverse Consequences claimed under Section 8.3 exceed One Million Dollars ($1,000,000) (excluding all Adverse Consequences less than Twenty-Five Thousand Dollars ($25,000)) and then only for an amount by which such Adverse Consequences exceed One Million Dollars ($1,000,000); except this threshold shall not apply to any failure to close and pay the Purchase Price as required hereunder or to pay the Assumed Liabilities.
Basket/Threshold. The Buyer Parties, on the one hand, and the Seller Parties on the other, will have no liability for money Damages related to breaches of the representations and warranties in ARTICLE 2 (with respect to the Buyer Parties) or ARTICLE 3 (with respect to the Seller Parties), unless and until the aggregate Damages related thereto exceed $25,000; provided, however, that, if the aggregate Damages related thereto of the Buyer Parties, on the one hand, or the Seller Parties on the other, exceeds such amount, the Indemnitor’s liability will relate back to and include the first dollar of such aggregate Damages. If Damages arise as Excluded Liabilities or Assumed Liabilities and also as a result of breaches of a Party’s representations and warranties under ARTICLE 2 or ARTICLE 3, such Damages will be deemed to be Excluded Liabilities or Assumed Liabilities, as applicable, and will not be subject to the limits of this Section 5.5(b).
Basket/Threshold. The Stockholders will have no liability for Losses incurred under this Agreement unless and until the aggregate of such Losses exceeds $200,000 (the "PARENT INDEMNIFIED PERSONS THRESHOLD AMOUNT") and then only for Losses in excess of the Parent Indemnified Persons Threshold Amount, except for Losses incurred under Section 7.2(a), 7.2(b) (with respect to matters set forth on the Target Disclosure Letter), or instances of fraud by Target or the Stockholders for which there shall be no basket or threshold;
Basket/Threshold. Greinke will have no Liability for money Damages related to Breaches of the representations and warranties in ARTICLE 4 (other than under Sections 4.9(f), 4.9(l), 4.9(m), or 4.9(o)), unless and until the aggregate Damages claimed under Section 10.2 exceeds 1% of the Share Purchase Price (the “Greinke Indemnified Parties Threshold Amount”); provided, however, once such amount exceeds the Greinke Indemnified Parties Threshold Amount, the Greinke Indemnified Parties will be entitled to recover all amounts to which they are entitled in excess of the Threshold Amount.
Basket/Threshold. In no event shall Selling Parties, on the one hand, or Buyer, on the other hand, be liable for any breach of their respective representations, warranties, covenants and agreements included or provided for herein or in any Schedule, Exhibit or certificate or other document delivered pursuant to this Agreement (excluding the Employment Agreement) in any amount greater than $1,500,000 (the “Cap”), excluding Reasonable Court Costs (as defined in Section 9.3 below), if any. Neither the Selling Parties nor the Buyer will have any liability for Damages related to any breach of the representations, warranties, covenants and agreements included or provided for herein or in any Schedule or certificate or other document delivered pursuant to this Agreement unless and until the aggregate Damages claimed under this Section 9 exceeds $25,000.
Basket/Threshold. The Stockholder will have no Liability for money Damages incurred under this Agreement unless and until the aggregate of such Damages exceeds $50,000 (the "STOCKHOLDER INDEMNIFIED PARTIES THRESHOLD AMOUNT"); provided, however, if the aggregate Damages incurred under this Agreement exceeds the Stockholder Indemnified Parties Threshold Amount, the Stockholder's Liability will relate back to and include the first dollar of aggregate Damages so incurred.
