Common use of Basket Clause in Contracts

Basket. Notwithstanding any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI to the extent the aggregate amount of all Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) exceeds $300,000 (the “Basket Amount”); provided, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breach. If the aggregate amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, the Acquiror Indemnified Parties shall be entitled to recover only in excess of the Basket Amount. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, and the Seller Indemnified Parties shall be entitled to recover such Losses only in excess of the Basket Amount.

Basket. 7.4.3.2.1 Notwithstanding any provision hereof anything to the contrarycontrary set forth in this Agreement (but subject to the terms of this Section 7.4), the Acquiror Seller shall have no liability to any Purchaser Indemnified Party pursuant to Section 7.4.1(a) of this Agreement unless and until the Claims, Damages and Expenses incurred by all Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI to the extent the aggregate amount of as a result thereof, together with all Losses (as defined in the SNS Purchase Agreement) incurred by the Acquiror Purchaser Indemnified Parties (as defined in the SNS Purchase Agreement) for which the Acquiror Indemnified Parties Sellers (as defined in the SNS Purchase Agreement) are entitled to indemnification pursuant to liable under Section 11.2(a)(i6.07 or Section 8.02(a) exceeds $300,000 of the SNS Purchase Agreement, exceed, in the aggregate, the Basket Amount (as defined in the “Basket Amount”SNS Purchase Agreement); provided, however, that in the Basket Amount shall not apply to (i) breaches of Fundamental Representationsevent that such Claims, (ii) Damages and Expenses together with such Losses, in respect of indemnification claims made pursuant to Sections 1.6the aggregate, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breach. If the aggregate amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds exceed the Basket Amount, Seller shall fully indemnify the Acquiror Purchaser Indemnified Parties shall be entitled to recover only for all Claims, Damages and Expenses in excess of the Basket Amount. Amount that are incurred by the Purchaser Indemnified Parties and that are within the indemnification obligations of Seller under Section 7.4.1(a). 7.4.3.2.2 Notwithstanding any provision hereof anything to the contrarycontrary set forth in this Agreement (but subject to the terms of this Section 7.4), the Purchaser shall have no liability to any Seller Indemnified Parties shall only be entitled to indemnification Party pursuant to Section 11.2(b)(i7.4.2(a) to of this Agreement unless and until the extent the aggregate amount of all Losses Claims, Damages and Expenses incurred by the Seller Indemnified Parties as a result thereof, together with the Losses incurred by Seller Indemnified Parties (as defined in the SNS Purchase Agreement) for which the SNS Purchaser is liable under Section 6.07 or Section 8.03(a) of the SNS Purchase Agreement, exceed, in the aggregate, the Basket Amount, provided, however, that in the event such Claims, Damages and Expenses together with such Losses, in the aggregate, exceed the Basket Amount, the Purchaser shall fully indemnify the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amountfor all Claims, Damages and the Seller Indemnified Parties shall be entitled to recover such Losses only Expenses in excess of the Basket AmountAmount that are incurred by the Seller Indemnified Parties and that are within the indemnification obligations of the Purchaser under Section 7.4.2(a).

Basket. Notwithstanding any provision hereof (a) The TEXCAN ENTITIES shall not be required to indemnify and hold harmless the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification ANICOM PARTIES pursuant to this Article XI Agreement for any Losses under Section 10.2(a) until such Losses have a value, in the aggregate, of U.S.$250,000, at which time the full amount of any such Losses shall then be owed. (b) The TEXCAN ENTITIES shall not be required to indemnify and hold harmless the ANICOM PARTIES pursuant to this Agreement for any Losses under Section 10.2(c) except and to the extent the aggregate amount of all Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) exceeds $300,000 (the “Basket Amount”); provided, however, that the Basket Amount shall not apply to set forth below: (i) breaches with respect to Claims relating to Specified Liabilities (A) in connection with that certain products liability claim involving Northland Forest Products and the fire at its plant or (B) described in the Managers' Questionnaires, of Fundamental Representationswhich none of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇ had actual current knowledge as of the date hereof but if such persons had actual current knowledge of such matter as of the date hereof, such knowledge would have made the applicable one or more representations or warranties of the TEXCAN ENTITIES herein untrue or incorrect, 80% of the full amount of any such Losses) shall be owed; and (ii) with respect to Claims relating to Specified Liabilities of which none of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, J. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇ had actual current knowledge as of the date hereof and which were not expressly disclosed in respect the Schedules hereto or in the Managers' Questionnaire (the "Unknown Liabilities") no amount shall be owed until such Losses have a value, in the aggregate, of indemnification claims made pursuant to Sections 1.6U.S.$750,000, 6.2 and 11.2(c) at which time 50% of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breach. If the aggregate full amount of any such Losses incurred by then be owed, and 50% of the Acquiror Indemnified Parties for which full amount of any Losses thereafter shall be owed. (c) The ANICOM ENTITIES shall not be required to indemnify and hold harmless the Acquiror Indemnified Parties are entitled to indemnification TEXCAN PARTIES pursuant to this Article XI exceeds Agreement for any Losses under Section 10.3(a) until such Losses have a value, in the Basket Amountaggregate, of U.S.$250,000, at which time the Acquiror Indemnified Parties shall be entitled to recover only in excess of the Basket Amount. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate full amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, and the Seller Indemnified Parties shall be entitled to recover any such Losses only in excess of the Basket Amountshall then be owed.

Basket. Notwithstanding any provision hereof Subject to the contrarySection 5.3(a), the Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to Sellers will have no liability under this Article XI 5 with respect to Breaches of the extent representations and warranties set forth in Article 2 of this Agreement and Section 3 of the IP Purchase Agreement until the aggregate amount of all Losses Adverse Consequences incurred or suffered by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled Buyer arising from or related to indemnification pursuant to Section 11.2(a)(i) exceeds Breaches under any such provision of such Transaction Documents taken as a whole exceed $300,000 750,000 (the “Basket AmountBasket”), and then only for that amount by which all Adverse Consequences exceed in the aggregate the Basket; provided, however, that the Basket Amount shall will not apply to, and there will be first dollar indemnity for (a) as to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, claims under Sections 2.1 (Organization; Capitalization; Ownership), 2.4 (Taxes), 2.8 (Real Property) (only as it relates to good and unencumbered title), 2.9 (Other Properties and Assets) (only as it relates to good and unencumbered title), 2.11(a) (Authorization and Enforceability), and 2.15 (No Brokers’ Fees); (b) as to the IP Purchase Agreement, claims under Sections 3(a), 3(b) (only as it relates to good and unencumbered title), 3(d) and 3(e), or (iiic) as to any such Transaction Document, in the case event of fraudintentional fraud or intentional Breach. In addition, intentional misrepresentation Sellers will not be required to indemnify Buyer or willful breach. If the aggregate any of its Representatives or Affiliates with respect to any Breach or Breaches of Section 2.4 after Sellers have already indemnified Buyer and its Representatives and Affiliates with respect to any such Breach or Breaches in an amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled equal to indemnification pursuant to this Article XI exceeds the Basket Amount, the Acquiror Indemnified Parties shall be entitled to recover only in excess 50% of the Basket Amount. Notwithstanding any provision hereof to Tax Refund Amount until Adverse Consequences arising from a Breach or Breaches of Section 2.4 exceed the contrary, portion of the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate amount of all Losses incurred Tax Refund Amount retained by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket AmountBuyer, and the Seller Indemnified Parties shall be entitled to recover then only for such Losses only in excess of the Basket AmountAdverse Consequences.

Basket. Notwithstanding (i) The Shareholders shall not have any provision hereof obligation to indemnify the Buyer Indemnitees for Losses incurred hereunder until the aggregate amount of indemnifiable Losses incurred by the Buyer Indemnitees exceeds $600,000, after which point the Shareholders shall be obligated only to indemnify the Buyer Indemnitees from and against further Losses in excess of $600,000. Further, and in addition to the contrarygeneral basket set forth above, the Acquiror Shareholders shall not have any obligation to indemnify the Buyer Indemnitees for Losses incurred due solely to a breach of the representation and warranty set forth in Section 3.9 of this Agreement until the aggregate amount of indemnifiable Losses incurred by the Buyer Indemnitees thereunder exceeds $600,000, after which point the Shareholders shall be obligated only to indemnify the Buyer Indemnitees from and against further such Losses in excess of $600,000. The parties acknowledge and agree that the two baskets set forth above in this subparagraph (i) are separate and distinct, and Losses attributable solely to breaches under Section 3.9 shall not be included in the general basket, and Losses attributable to breaches under the other provisions of Article 3 shall not be included in the basket applicable to Section 3.9. (ii) Neither Delta nor the Buyer shall have any obligation to indemnify the Shareholder Indemnitees for Losses incurred hereunder until the aggregate amount of indemnifiable Losses incurred by the Shareholder Indemnitees exceeds $600,000, after which point Delta and the Buyer shall be obligated only to indemnify the Shareholder Indemnitees from and against further Losses in excess of $600,000. (iii) Notwithstanding the foregoing, the provisions of Section 10.3(a)(i) and (a)(ii) above shall not apply to, and the Indemnified Parties Party shall only be entitled to indemnification pursuant without regard to this Article XI to the extent the aggregate amount satisfaction of all Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) exceeds $300,000 (the “Basket Amount”); providedsuch provisions with respect to, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of Losses resulting from fraud, intentional misrepresentation or willful breach. If the aggregate amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, the Acquiror Indemnified Parties shall be entitled to recover only in excess intentional breach of the Basket Amount. Notwithstanding any provision hereof to representations, warranties or covenants of the contrary, Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the Seller Indemnified Parties shall only be entitled to indemnification proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 11.2(b)(i3.5(c) hereof; (iii) Losses described in Section 10.2(a)(iv) that arise out of or in connection with the failure of the Company to be qualified as a foreign corporation or otherwise authorized to do business, at any time prior to the extent Closing Date, in the aggregate amount states of all Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, and the Seller Indemnified Parties shall be entitled to recover such Losses only described in excess of the Basket AmountSection 10.2(b)(iv).

Basket. Notwithstanding i. Seller shall not be required to make any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification payment pursuant to this Article XI to Section 8.2(a): (A) if the extent Damages associated with any individual claim, or series of related claims, are less than $15,000 (the aggregate “De Minimis Claim Amount”), it being understood that any such individual claims for amounts less than the De Minimis Claim Amount shall be taken into account in determining whether the Basket Amount has been exceeded and thereafter; and (B) until such time as the total amount of all Losses Damages that have been directly or indirectly suffered or incurred by any one or more of the Acquiror Indemnified Parties for Buyer Indemnitees, or to which any one or more of the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) Buyer Indemnitees has or have otherwise directly or indirectly become subject, exceeds $300,000 150,000 plus 1% of the payments made under the terms of Exhibit A (the sum, the “Basket Amount”); provided, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breachaggregate. If Once the aggregate total amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI such Damages exceeds the Basket Amount, then the Acquiror Indemnified Parties Buyer Indemnitees shall be entitled to recover only in excess be indemnified and held harmless against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Basket Amount. ii. Notwithstanding Buyer shall not be required to make any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification payment pursuant to Section 11.2(b)(i8.3(a): (A) to if the extent Damages associated with any individual claim, or series of related claims, are less than the aggregate De Minimis Claim Amount it being understood that any such individual claims for amounts less than the De Minimis Claim Amount shall be taken into account in determining whether the Basket Amount has been exceeded and thereafter; and (B) until such time as the total amount of all Losses Damages that have been directly or indirectly suffered or incurred by any one or more of the Seller Indemnified Parties for Indemnitees, or to which any one or more of the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI Indemnitees has or have otherwise directly or indirectly become subject, exceeds the Basket Amount in the aggregate. Once the total amount of such Damages exceeds the Basket Amount, and then the Seller Indemnified Parties Indemnitees shall be entitled to recover be indemnified and held harmless against and compensated and reimbursed for the entire amount of such Losses only in excess Damages, and not merely the portion of such Damages exceeding the Basket Amount. iii. The limitations set forth in Section 8.4(a)(i) and Section 8.4(a)(ii) shall not apply (and shall not limit the indemnification or other obligations of Seller or Buyer, as the case may be): (A) in the event of intentional misrepresentation or fraud; or (B) to material inaccuracies in or breaches of any of the Specified Representations. 4826-7940-7793v12/101501-0066

Basket. Notwithstanding In no event shall Seller incur any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to liability for indemnification pursuant to under this Article XI to the extent 12 unless and until the aggregate amount of all Losses Damages incurred by the Acquiror Indemnified Parties any Buyer Indemnitees for which such Buyer Indemnitees seek indemnification under Section 12.2(a) hereof exceeds the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) exceeds $300,000 cumulative aggregate amount of Fifty Thousand United States Dollars (the “Basket Amount”U.S.$50,000); providedPROVIDED, howeverHOWEVER, that when the aggregate amount of all such Damages incurred by any Buyer Indemnitees exceeds Fifty Thousand Dollars ($50,000), then Seller shall thereafter be liable for all Damages (including the such Fifty Thousand United States Dollars (U.S.$50,000) of such Damages); PROVIDED, FURTHER, that the Basket Amount foregoing limitation shall not apply to any claims arising from or related to (i) breaches of Fundamental Representationsintentional misrepresentation or fraud (including fraudulent concealment), (ii) in respect any Excluded Asset or Excluded Liabilities, (iii) any Solvency Claims or Stockholder Claims, or (iv) a misrepresentation or breach of indemnification claims made pursuant to a representation, warranty or covenant of Seller arising under Sections 1.62.6(b), 6.2 and 11.2(c2.7 or 3.13(a) of this AgreementAgreement (collectively, "SPECIAL SELLER CLAIMS"). In no event shall Buyer incur any liability for indemnification under this Article 12 unless and until the aggregate amount of all Damages incurred by any Seller Indemnitees for which such Seller Indemnitees seek indemnification under Section 12.2(b) hereof exceeds the cumulative aggregate amount of Fifty Thousand United States Dollars (U.S.$50,000); PROVIDED, HOWEVER, that when the aggregate amount of all such Damages incurred by any Seller Indemnitees exceeds Fifty Thousand United States Dollars (U.S.$50,000), then the Buyer shall thereafter be liable for all Damages (including the such Fifty Thousand United States Dollars (U.S.$50,000) of such Damages); PROVIDED, FURTHER, that the foregoing limitation shall not apply to any claims arising from or related to (i) intentional misrepresentation or fraud (including fraudulent concealment), (ii) any Assumed Liabilities, or (iii) the case of fraud, intentional a misrepresentation or willful breach. If the aggregate amount breach of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to a representation, warranty or covenant of Buyer arising under Sections 2.6(a) or 2.7 of this Article XI exceeds the Basket AmountAgreement (collectively, the Acquiror Indemnified Parties shall be entitled to recover only in excess of the Basket Amount. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, and the Seller Indemnified Parties shall be entitled to recover such Losses only in excess of the Basket Amount"SPECIAL BUYER CLAIMS").

Basket. Notwithstanding any provision hereof (i) Sellers and ▇▇▇▇ Members shall have no obligation to indemnify the ITI Indemnified Parties pursuant to Section 9.2 until the ITI Indemnified Parties have a Claim or Claims in the aggregate (combined for all Sellers and ▇▇▇▇ Members) in excess of Five Hundred Thousand Dollars ($500,000) (the “Basket”), at which point the ▇▇▇▇ Members’ and Sellers’ obligation to indemnify shall apply to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI to the extent the aggregate amount of all Losses incurred by such Claims, including the Acquiror Indemnified Parties for which full amount of the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) exceeds $300,000 (Basket. Notwithstanding the “Basket Amount”); providedforegoing, however, that the limitation of the Basket Amount shall not apply to (iA) breaches Claims for indemnification pursuant to Section 9.2(a)(ii) where the breach is by a ▇▇▇▇ Member of Fundamental Representationsa covenant which is to be performed personally by such ▇▇▇▇ Member or which is within the control of such ▇▇▇▇ Member, and (B) Claims for indemnification involving actual fraud or intentional misconduct on the part of a Seller or ▇▇▇▇ Member; and (C) Claims for indemnification pursuant to Section 4.25, Section 6.8(j) and Section 6.10(b); and (ii) in respect of indemnification claims made The ITI Entities shall have no obligation to indemnify the ▇▇▇▇ Indemnified Parties pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) Section 9.3 until the case of fraud, intentional misrepresentation or willful breach. If the aggregate amount of Losses incurred by the Acquiror ▇▇▇▇ Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, the Acquiror Indemnified Parties shall be entitled to recover only have a Claim or Claims in excess of the Basket Amountamount of the Basket, at which point the ITI Entities’ obligation to indemnify shall apply to the amount of all such Claims, including the full amount of the Basket. Notwithstanding any provision hereof to the contraryforegoing, the Seller Indemnified Parties limitation of the Basket shall only be entitled not apply to (A) Claims for indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount9.3(ii), and (B) Claims for indemnification involving actual fraud or intentional misconduct on the Seller Indemnified Parties shall be entitled to recover such Losses only in excess part of the Basket AmountITI Entities.

Basket. Notwithstanding (i) Sellers shall not be required to make any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification payment pursuant to this Article XI to Section 7.2(a)(i) or Section 7.2(b)(i) until such time as the extent the aggregate total amount of all Losses Adverse Consequences that have been directly or indirectly suffered or incurred by any one or more of the Acquiror Indemnified Parties for Purchaser Indemnitees, or to which any one or more of the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(iPurchaser Indemnitees has or have otherwise directly or indirectly become subject, exceeds Two Hundred Thousand U.S. Dollars ($200,000.00) exceeds $300,000 (the “Basket Amount”); provided, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breachaggregate. If Once the aggregate total amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI such Adverse Consequences exceeds the Basket Amount, then the Acquiror Indemnified Parties Purchaser Indemnitees shall be entitled to recover be indemnified and held harmless against and compensated and reimbursed only for the amount of Adverse Consequences in excess of the Basket Amount. Notwithstanding any provision hereof Amount (subject to the contrary, the Seller Indemnified Parties other limitations set forth in this Article VII). (ii) The Purchaser shall only not be entitled required to make any indemnification payment pursuant to Section 11.2(b)(i7.3(a) to until such time as the extent the aggregate total amount of all Losses Adverse Consequences that have been directly or indirectly suffered or incurred by any one or more of the Seller Indemnified Parties for Indemnitees, or to which any one or more of the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI Indemnitees has or have otherwise directly or indirectly become subject, exceeds the Basket Amount in the aggregate. Once the total amount of such Adverse Consequences exceeds the Basket Amount, and then the Seller Indemnified Parties Indemnitees shall be entitled to recover be indemnified and held harmless against and compensated and reimbursed only for the amount of such Losses only Adverse Consequences in excess of the Basket AmountAmount (subject to the other limitations set forth in this Article VII). (iii) The limitations set forth in Section 7.4(a)(i) and Section 7.4(a)(ii) shall not apply (and shall not limit the indemnification or other obligations of the Sellers or the Purchaser, as the case may be): (A) in the event of Fraud; (B) to inaccuracies in or breaches of any of the Fundamental Representations; or (C) to any claims for Adverse Consequences pursuant to Section 7.2(a)(ii)-(iii) or Section 7.2(b)(ii)-(vii).

Basket. Notwithstanding any provision hereof to the contrary, the Acquiror (i) No Purchaser Indemnified Parties Party shall only be entitled to indemnification pursuant be indemnified for, and Stockholders shall not have any liability for or be required to indemnify, defend or hold harmless any Purchaser Indemnified Party hereunder for, any Losses arising under this Article XI to the extent IX, unless and until the aggregate amount of all Losses incurred by the Acquiror Indemnified Parties Stockholders are collectively liable for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) under this Article IX equals or exceeds $300,000 60,000 (the “Basket Amount”), and then Stockholders’ obligations hereunder shall apply solely to the amount of the Losses in excess of the Basket Amount; provided, however, that the Basket Amount limitation of liability under this Section 9.9(a)(i) shall not apply to (i) breaches Losses related to any breach, violation or inaccuracy in any of the Fundamental Stockholder Representations, Fundamental Company Representations, or any Claims under Sections 9.2(c) or (d) or any claims arising out of any fraud on the part of the Indemnifying Party. (ii) in respect of indemnification claims made pursuant No Stockholder Indemnified Party shall be entitled to Sections 1.6be indemnified for, 6.2 and 11.2(c) of Purchaser shall not have any liability for or be required to indemnify, defend or hold harmless any Purchaser Indemnified Party hereunder for, any Losses arising under this AgreementArticle IX, or (iii) the case of fraud, intentional misrepresentation or willful breach. If unless and until the aggregate amount of all Losses incurred by the Acquiror Indemnified Parties Purchaser is liable for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to under this Article XI IX equals or exceeds the Basket Amount, and then Purchaser’s obligations hereunder shall apply solely to the Acquiror Indemnified Parties shall be entitled to recover only entire amount of the Losses in excess of the Basket Amount. Notwithstanding ; provided, however, that the limitation of liability under this Section 9.9(a)(ii) shall not apply to Losses related to any provision hereof to the contrarybreach, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amount, and the Seller Indemnified Parties shall be entitled to recover such Losses only violation or inaccuracy in excess any of the Basket AmountFundamental Purchaser Representations, any Claims under Section 9.3(b) or 9.3(c), or any claim arising out of any fraud on the part of any Stockholder.

Basket. Notwithstanding any provision hereof Subject to the contrarySection 10.3(b), the Acquiror Indemnified Parties Effective Time Holders shall only not be entitled required to make any indemnification payment pursuant to (x) Section 10.2(a)(i) or Section 10.2(a)(ii) for any inaccuracy in or breach of any representation or warranty in this Article XI Agreement; or (y) Section 10.2(a)(viii) (to the extent related to Section 10.2(a)(i) or Section 10.2(a)(ii)) until such time as: (i) the aggregate amount of Damages that have been 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 become subject, with respect to an individual claim exceeds the amount set forth in Section 10.3(a)(i) of Schedule A (it being agreed and understood that all Damages, whether in a single claim or in a group of related claims, relating to a particular fact, event, circumstance or occurrence (or a series of related facts, events, circumstances or occurrences, or facts, events, circumstances or occurrences having the same underlying, non-generic factual or legal basis) shall be aggregated for this purpose); and (ii) the total amount of all Losses Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Acquiror Indemnified Parties for Parent Indemnitees, or to which any one or more of the Acquiror Indemnified Parties are entitled to indemnification pursuant to Parent Indemnitees has or have otherwise become subject, exceeds the amount set forth in Section 11.2(a)(i10.3(a)(ii) exceeds $300,000 of Schedule A in the aggregate (the “Basket Amount”); provided, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breach. If the aggregate total amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI such Damages exceeds the Basket Amount, then the Acquiror Indemnified Parties Parent Indemnitees shall be entitled to recover only in excess be indemnified against and compensated and reimbursed for the entire amount of such Damages, subject to clause “(i)” of the Basket Amount. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds the Basket Amountpreceding sentence, and not merely the Seller Indemnified Parties shall be entitled to recover portion of such Losses only in excess of Damages exceeding the Basket Amount.

Basket. Notwithstanding any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI Section 12.2(a)(i) to the extent the aggregate amount of all Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i12.2(a)(i) exceeds $300,000 100,000 (the “Basket Amount”); provided, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breach. If if the aggregate amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI XII exceeds the Basket Amount, the Acquiror Indemnified Parties shall be entitled to recover only in excess from the first dollar of such Losses and (ii) the Basket AmountAmount shall not apply to (i) breaches of Fundamental Representations and Section 12.2(a)(ii)-(vi), (ii) in respect of indemnification claims made pursuant to Sections 12.2(c) and (d) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breach. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(b)(i12.2(b)(i) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI XII exceeds the Basket Amount, and the Seller Indemnified Parties shall be entitled to recover from the first dollar of such Losses only in excess of the Basket AmountLosses.

Basket. Notwithstanding (i) Seller shall not be required to make any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification payment pursuant to this Article XI to Section 8.2(a): (A) if the extent Damages associated with any individual claim, or series of related claims, are less than $15,000 (the aggregate “De Minimis Claim Amount”), it being understood that any such individual claims for amounts less than the De Minimis Claim Amount shall be taken into account in determining whether the Basket Amount has been exceeded and thereafter; and (B) until such time as the total amount of all Losses Damages that have been directly or indirectly suffered or incurred by any one or more of the Acquiror Indemnified Parties for Buyer Indemnitees, or to which any one or more of the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) Buyer Indemnitees has or have otherwise directly or indirectly become subject, exceeds $300,000 150,000 plus 1% of the payments made under the terms of Exhibit A (the sum, the “Basket Amount”); provided, however, that the Basket Amount shall not apply to (i) breaches of Fundamental Representations, (ii) in respect of indemnification claims made pursuant to Sections 1.6, 6.2 and 11.2(c) of this Agreement, or (iii) the case of fraud, intentional misrepresentation or willful breachaggregate. If Once the aggregate total amount of Losses incurred by the Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XI such Damages exceeds the Basket Amount, then the Acquiror Indemnified Parties Buyer Indemnitees shall be entitled to recover only in excess be indemnified and held harmless against and compensated and reimbursed for the entire amount of such Damages, and not merely the portion of such Damages exceeding the Basket Amount. Notwithstanding . (ii) Buyer shall not be required to make any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification payment pursuant to Section 11.2(b)(i8.3(a): (A) to if the extent Damages associated with any individual claim, or series of related claims, are less than the aggregate De Minimis Claim Amount it being understood that any such individual claims for amounts less than the De Minimis Claim Amount shall be taken into account in determining whether the Basket Amount has been exceeded and thereafter; and (B) until such time as the total amount of all Losses Damages that have been directly or indirectly suffered or incurred by any one or more of the Seller Indemnified Parties for Indemnitees, or to which any one or more of the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI Indemnitees has or have otherwise directly or indirectly become subject, exceeds the Basket Amount in the aggregate. Once the total amount of such Damages exceeds the Basket Amount, and then the Seller Indemnified Parties Indemnitees shall be entitled to recover be indemnified and held harmless against and compensated and reimbursed for the entire amount of such Losses only in excess Damages, and not merely the portion of such Damages exceeding the Basket Amount. (iii) The limitations set forth in Section 8.4(a)(i) and Section 8.4(a)(ii) shall not apply (and shall not limit the indemnification or other obligations of Seller or Buyer, as the case may be): (A) in the event of intentional misrepresentation or fraud; or (B) to material inaccuracies in or breaches of any of the Specified Representations.