Common use of Basket Clause in Contracts

Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Shareholder or ARC as applicable, are responsible under this Agreement exceeds Ten Thousand ($10,000) Dollars (the "Basket"); provided that once such Basket is exceeded for the Company Shareholders or ARC as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.

Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Shareholder or ARC as applicable, are responsible under this Agreement exceeds Ten Thousand ($10,000) Dollars (the "“Basket"”); provided that once such Basket is exceeded for the Company Shareholders Shareholder or ARC as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders Shareholder of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.

Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Shareholder or ARC United as applicable, are responsible under this Agreement exceeds Ten One Hundred Thousand ($10,000100,000) Dollars (the "Basket"); provided that once such Basket is exceeded for the Company Shareholders or ARC United as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC United Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.

Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Company Shareholder or ARC Central Wireless as applicable, are responsible under this Agreement exceeds Ten Thousand Dollars ($10,000) Dollars (the "“Basket"”); provided that once such Basket is exceeded for the Company Shareholders or ARC Central Wireless as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 9.6.2 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC CWIR Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.

Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Shareholder Shareholders or ARC NeoMedia, as applicable, are responsible under this Agreement exceeds Ten Twenty Five Thousand Dollars ($10,00025,000) Dollars (the "Basket"); provided that once such Basket is exceeded for the Company Shareholders or ARC NeoMedia, as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 9.5.2 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC NeoMedia Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company Secure Source for periods prior to the Closing Date.

Basket. No party shall have any liability hereunder for Indemnifiable Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Losses for which the Shareholder or ARC Health Express as applicable, are responsible under this Agreement exceeds Ten Thousand ($10,000) Dollars (the "Basket"); provided that once such Basket is exceeded for the Company Shareholders or ARC Health Express as applicable, the responsible party or parties shall be responsible for all Indemnifiable Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (a) based upon fraud or intentional breach or intentional misrepresentation; (b) arising from a breach by the ARC Health Express Indemnitor of any covenant contained in this Agreement; (c) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Date.

Basket. No party shall have any liability hereunder for Indemnifiable Indemnified Losses after the Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnifiable Indemnified Losses for which the Shareholder Shareholders as a group or ARC Buyer, as applicable, are responsible under this Agreement exceeds Ten Thousand ($10,000) Dollars 600,000 (the "BasketBASKET"); provided that once such Basket is exceeded for the Company Shareholders as a group or ARC Buyer, as applicable, the responsible party or parties shall be responsible for all Indemnifiable Indemnified Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (ai) based upon fraud or fraud, intentional breach or intentional misrepresentation; (bii) arising from a breach by the ARC Indemnitor of any covenant contained in this Agreement; or (ciii) arising from a breach by the Company Shareholders of any representation or warranty contained in Section 3.2 hereof; or (d) related to any tax or tax liability of the Company for periods prior to the Closing Datehereto.