Common use of Basket Clause in Contracts

Basket. (i) The Shareholders shall not have any 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 general basket set forth above, the 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 Party shall be entitled to indemnification without regard to satisfaction of such provisions with respect to, (i) Losses resulting from fraud, intentional misrepresentation or intentional breach of the representations, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(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 Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv).

Basket. (i) The Shareholders i. Seller shall not be required to make any indemnification payment pursuant to Section 8.2(a): (A) if the Damages associated with any individual claim, or series of related claims, are less than $15,000 (the “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 Damages that have been directly or indirectly suffered or incurred by any obligation one or more of the Buyer Indemnitees, or to indemnify which any one or more of the Buyer Indemnitees for Losses incurred hereunder until has or have otherwise directly or indirectly become subject, exceeds $150,000 plus 1% of the aggregate payments made under the terms of Exhibit A (the sum, the “Basket Amount”) in the aggregate. Once the total amount of indemnifiable Losses incurred by such Damages exceeds the Basket Amount, then the Buyer Indemnitees exceeds $600,000, after which point the Shareholders shall be obligated only entitled to indemnify be indemnified and held harmless against and compensated and reimbursed for the Buyer Indemnitees from and against further Losses in excess entire amount of $600,000. Furthersuch Damages, and in addition to not merely the general basket set forth above, portion of such Damages exceeding the Shareholders Basket Amount. ii. Buyer shall not be required to make any indemnification payment pursuant to Section 8.3(a): (A) if the Damages associated with any individual claim, or series of related claims, are less than the 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 Damages that have been directly or indirectly suffered or incurred by any obligation to indemnify the Buyer Indemnitees for Losses incurred due solely to a breach one or more of the representation Seller Indemnitees, or to which any one or more of the Seller 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, then the Seller Indemnitees shall be entitled to be indemnified and warranty 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. iii. The limitations 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)(i8.4(a)(i) and (a)(iiSection 8.4(a)(ii) above shall not apply to(and shall not limit the indemnification or other obligations of Seller or Buyer, and as the Indemnified Party shall be entitled to indemnification without regard to satisfaction case may be): (A) in the event of such provisions with respect to, (i) Losses resulting from fraud, intentional misrepresentation or intentional breach fraud; or (B) to material inaccuracies in or breaches of any of the representations, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(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 Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv).Specified Representations. 4826-7940-7793v12/101501-0066

Basket. (i) The Shareholders Seller shall not be required to make any indemnification payment pursuant to Section 8.2(a): (A) if the Damages associated with any individual claim, or series of related claims, are less than $15,000 (the “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 Damages that have been directly or indirectly suffered or incurred by any obligation one or more of the Buyer Indemnitees, or to indemnify which any one or more of the Buyer Indemnitees for Losses incurred hereunder until has or have otherwise directly or indirectly become subject, exceeds $150,000 plus 1% of the aggregate payments made under the terms of Exhibit A (the sum, the “Basket Amount”) in the aggregate. Once the total amount of indemnifiable Losses incurred by such Damages exceeds the Basket Amount, then the Buyer Indemnitees exceeds $600,000, after which point the Shareholders shall be obligated only entitled to indemnify be indemnified and held harmless against and compensated and reimbursed for the Buyer Indemnitees from and against further Losses in excess entire amount of $600,000. Furthersuch Damages, and in addition to not merely the general basket set forth above, portion of such Damages exceeding the 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 3.9Basket Amount. (ii) Neither Delta nor the Buyer shall have not be required to make any obligation indemnification payment pursuant to indemnify Section 8.3(a): (A) if the Shareholder Indemnitees Damages associated with any individual claim, or series of related claims, are less than the De Minimis Claim Amount it being understood that any such individual claims for Losses incurred hereunder 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 aggregate total amount of indemnifiable Losses all Damages that have been directly or indirectly suffered or incurred by any one or more of the Shareholder Seller Indemnitees, or to which any one or more of the Seller Indemnitees has or have otherwise directly or indirectly become subject, exceeds $600,000the Basket Amount in the aggregate. Once the total amount of such Damages exceeds the Basket Amount, after which point Delta and then the Buyer Seller Indemnitees shall be obligated only entitled to indemnify be indemnified and held harmless against and compensated and reimbursed for the Shareholder Indemnitees from entire amount of such Damages, and against further Losses in excess not merely the portion of $600,000such Damages exceeding the Basket Amount. (iii) Notwithstanding the foregoing, the provisions of The limitations set forth in Section 10.3(a)(i8.4(a)(i) and (a)(iiSection 8.4(a)(ii) above shall not apply to(and shall not limit the indemnification or other obligations of Seller or Buyer, and as the Indemnified Party shall be entitled to indemnification without regard to satisfaction case may be): (A) in the event of such provisions with respect to, (i) Losses resulting from fraud, intentional misrepresentation or intentional breach fraud; or (B) to material inaccuracies in or breaches of any of the representations, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(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 Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv)Specified Representations.

Basket. (i) The Shareholders In no event shall not have Seller incur any obligation to indemnify the Buyer Indemnitees liability for Losses incurred hereunder indemnification under this Article 12 unless and until the aggregate amount of indemnifiable Losses all Damages incurred by any Buyer Indemnitees for which such Buyer Indemnitees seek indemnification under Section 12.2(a) 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 Buyer Indemnitees exceeds Fifty Thousand Dollars ($600,00050,000), after which point then Seller shall thereafter be liable for all Damages (including the Shareholders shall be obligated only to indemnify such Fifty Thousand United States Dollars (U.S.$50,000) of such Damages); PROVIDED, FURTHER, that the Buyer Indemnitees from and against further Losses in excess of $600,000. Further, and in addition to the general basket set forth above, the Shareholders foregoing limitation shall not have apply to any obligation claims arising from or related to indemnify the Buyer Indemnitees for Losses incurred due solely to (i) intentional misrepresentation or fraud (including fraudulent concealment), (ii) any Excluded Asset or Excluded Liabilities, (iii) any Solvency Claims or Stockholder Claims, or (iv) a misrepresentation or breach of the representation and a representation, warranty set forth in Section 3.9 or covenant of Seller arising under Sections 2.6(b), 2.7 or 3.13(a) of this Agreement (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 indemnifiable Losses all Damages incurred by the Buyer any Seller Indemnitees thereunder exceeds $600,000, after for which point the Shareholders shall be obligated only to indemnify the Buyer such Seller 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 seek indemnification under Section 3.9 shall not be included in 12.2(b) hereof exceeds the general basketcumulative aggregate amount of Fifty Thousand United States Dollars (U.S.$50,000); PROVIDED, 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 HOWEVER, that when the aggregate amount of indemnifiable Losses all such Damages incurred by the Shareholder any Seller Indemnitees exceeds $600,000Fifty Thousand United States Dollars (U.S.$50,000), after which point Delta and then the Buyer shall thereafter be obligated only 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 indemnify the Shareholder Indemnitees any claims arising from and against further Losses in excess of $600,000. or related to (i) intentional misrepresentation or fraud (including fraudulent concealment), (ii) any Assumed Liabilities, or (iii) Notwithstanding the foregoing, the provisions of Section 10.3(a)(i) and (a)(ii) above shall not apply to, and the Indemnified Party shall be entitled to indemnification without regard to satisfaction of such provisions with respect to, (i) Losses resulting from fraud, intentional a misrepresentation or intentional breach of the representationsa representation, warranties warranty or covenants covenant of the Indemnifying Party; Buyer arising under Sections 2.6(a) or 2.7 of this Agreement (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(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 businesscollectively, at any time prior to the Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv"SPECIAL BUYER CLAIMS").

Basket. 7.4.3.2.1 Notwithstanding anything to the contrary set forth in this Agreement (ibut subject to the terms of this Section 7.4), the Seller shall have no liability to any Purchaser Indemnified Party pursuant to Section 7.4.1(a) The Shareholders of this Agreement unless and until the Claims, Damages and Expenses incurred by all Purchaser Indemnified Parties as a result thereof, together with all Losses (as defined in the SNS Purchase Agreement) incurred by the Purchaser Indemnified Parties (as defined in the SNS Purchase Agreement) for which the Sellers (as defined in the SNS Purchase Agreement) are liable under Section 6.07 or Section 8.02(a) of the SNS Purchase Agreement, exceed, in the aggregate, the Basket Amount (as defined in the SNS Purchase Agreement); provided, however, that in the event that such Claims, Damages and Expenses together with such Losses, in the aggregate, exceed the Basket Amount, Seller shall not have any obligation to fully indemnify the Buyer Indemnitees Purchaser Indemnified Parties for Losses all Claims, Damages and Expenses in excess of the Basket Amount that are incurred hereunder 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 anything to the contrary 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 Party pursuant to Section 7.4.2(a) of this Agreement unless and until the aggregate amount of indemnifiable 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 Buyer Indemnitees exceeds $600,000SNS Purchase Agreement) for which the SNS Purchaser is liable under Section 6.07 or Section 8.03(a) of the SNS Purchase Agreement, after which point exceed, in the Shareholders 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 be obligated only to fully indemnify the Buyer Indemnitees from Seller Indemnified Parties for all Claims, Damages and against further Losses Expenses in excess of $600,000. Further, and in addition to the general basket set forth above, the 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 Basket Amount that are incurred by the Buyer Indemnitees thereunder exceeds $600,000, after which point Seller Indemnified Parties and that are within the Shareholders shall be obligated only to indemnify indemnification obligations of 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 Purchaser 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 Party shall be entitled to indemnification without regard to satisfaction of such provisions with respect to, (i) Losses resulting from fraud, intentional misrepresentation or intentional breach of the representations, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule pursuant to Section 3.5(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 Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv7.4.2(a).

Basket. (i) The Shareholders Notwithstanding any provision hereof to the contrary, the Acquiror Indemnified Parties shall not have any obligation only be entitled to indemnify indemnification pursuant to this Article XI to the Buyer Indemnitees for Losses incurred hereunder until extent the aggregate amount of indemnifiable all Losses incurred by the Buyer Indemnitees Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) exceeds $600,000300,000 (the “Basket Amount”); provided, after which point however, that 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 general basket set forth above, the Shareholders Basket Amount shall not have any obligation apply 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 distinctbreaches of Fundamental Representations, 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 in respect of indemnification claims made pursuant to indemnify the Shareholder Indemnitees for Losses incurred hereunder until the aggregate amount Sections 1.6, 6.2 and 11.2(c) of indemnifiable Losses incurred by the Shareholder Indemnitees exceeds $600,000this Agreement, 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. or (iii) Notwithstanding the foregoing, the provisions case of Section 10.3(a)(i) and (a)(ii) above shall not apply to, and the Indemnified Party shall be entitled to indemnification without regard to satisfaction of such provisions with respect to, (i) Losses resulting from fraud, intentional misrepresentation or intentional breach 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 representationsBasket Amount. Notwithstanding any provision hereof to the contrary, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 3.5(c11.2(b)(i) hereof; (iii) to the extent the aggregate amount of all Losses described 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 Section 10.2(a)(iv) that arise out of or in connection with the failure excess of the Company to be qualified as a foreign corporation or otherwise authorized to do business, at any time prior to the Closing Date, in the states of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv)Basket Amount.

Basket. (iNotwithstanding any provision hereof to the contrary, the Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to Section 12.2(a)(i) The Shareholders shall not have any obligation to indemnify the Buyer Indemnitees for Losses incurred hereunder until extent the aggregate amount of indemnifiable all Losses incurred by the Buyer Indemnitees Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to Section 12.2(a)(i) exceeds $600,000100,000 (the “Basket Amount”); provided, after which point the Shareholders shall be obligated only to indemnify the Buyer Indemnitees from and against further Losses in excess of $600,000. Furtherhowever, and in addition to the general basket set forth above, the 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 (i) if the aggregate amount of indemnifiable Losses incurred by the Buyer Indemnitees thereunder Acquiror Indemnified Parties for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XII 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 foregoingBasket Amount, the provisions of Section 10.3(a)(i) and (a)(ii) above shall not apply to, and the Acquiror Indemnified Party Parties shall be entitled to indemnification without regard to satisfaction recover from the first dollar of such provisions with respect to, Losses and (ii) the Basket Amount shall not apply to (i) Losses resulting from 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 intentional breach of willful breach. Notwithstanding any provision hereof to the representationscontrary, warranties or covenants of the Indemnifying Party; (ii) Losses described in Section 10.2(a)(iii) that arise out of or in connection with the proceedings listed (or that should have been listed) on Sellers' Disclosure Schedule Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 3.5(c12.2(b)(i) 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 Closing Dateextent 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 XII exceeds the Basket Amount, in and the states Seller Indemnified Parties shall be entitled to recover from the first dollar of Missouri, Massachusetts, Michigan, California, or Georgia; and (iv) Losses described in Section 10.2(b)(iv)such Losses.