Common use of Baskets Clause in Contracts

Baskets. (i) Notwithstanding anything in Section 10(b)(i) above to the contrary, the Members and/or MyFamilyMD shall not have any obligation to indemnify I-trax or the Holding Company from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any breach (or any alleged breach) of any representation or warranty contained in Sections 6(a)-(j) and 6(l)-(z) above until I-trax and/or the Holding Company has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (the "MyFamilyMD Threshold Amount") and then only to the extent that I-trax and/or the Holding Company has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the MyFamilyMD Threshold Amount. Any qualifications and exceptions relating to materiality or MyFamilyMD Material Adverse Effect with respect to any representations or warranties in Sections 6(a)-(j) and 6(l)-(z) above shall be disregarded for the purposes of determining whether the Members and/or MyFamilyMD shall have an obligation to indemnify I-trax or the Holding Company pursuant to this Section 10(h)(i) and Section 10(b)(i) above. (ii) Notwithstanding anything in Section 10(c) above to the contrary, I-trax and/or the Holding Company shall not have any obligation to indemnify the Members from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any breach (or any alleged breach) of any representation or warranty contained in Sections 5(a)-(g) and 5(i)-(j) above until the Members have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (the "I-trax Threshold Amount") and then only to the extent that the Members have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the I-trax Threshold Amount. Any qualifications and exceptions relating to materiality or I-trax Material Adverse Effect with respect to any representations or warranties in Sections 5(a)-(g) and 5(i)-(j) above shall be disregarded for the purposes of determining whether I-trax or the Holding Company shall have any obligation to indemnify the Members pursuant to this Section 10(h)(ii) and Section 10(c) above.

Baskets. (i) Notwithstanding anything in Section 10(b)(i) above to the contrarycontrary in this Agreement, neither the Members and/or MyFamilyMD Seller Parties nor the Buyers shall not have any obligation be liable (for indemnification or otherwise) with respect to indemnify I-trax or the Holding Company from and against any Adverse Consequences resulting frommatters described herein unless the aggregate amount of claims shall collectively exceed a total of $217,000, arising out of, relating to, in the nature of, or caused by any breach (or any alleged breach) of any representation or warranty contained in Sections 6(a)-(j) and 6(l)-(z) above until I-trax and/or the Holding Company has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (the "MyFamilyMD Threshold “Basket Amount"”) and then only for the amount by which such claims exceed the Basket Amount. However, the Basket Amount shall not apply to the extent that I-trax and/or the Holding Company has suffered Adverse Consequences by reason claims based upon (A) any intentional misrepresentation or willful breach of all such any matter contained herein or fraud; (B) breaches (or alleged breaches) in excess of the MyFamilyMD Threshold Amount. Any qualifications representations and exceptions relating to materiality warranties contained in Section 3(a) or MyFamilyMD Material Adverse Effect with respect to any representations or warranties in Sections 6(a)-(j) 4(a)(Organization, Qualification, and 6(l)-(z) above shall be disregarded for the purposes of determining whether the Members and/or MyFamilyMD shall have an obligation to indemnify I-trax or the Holding Company pursuant to this Corporate Power), Section 10(h)(i3(o)(Intellectual Property) and Section 10(b)(i3(x)(Environmental Matters) above. or (iiC) Notwithstanding anything any indemnification by Sellers for Retained Liability, any indemnification by Buyers for Assumed Liabilities, or breaches of any of Seller Parties’ covenants or Buyers’ covenants herein. Neither the Seller Parties nor the Buyer shall be liable (for indemnification or otherwise) for any claim in an amount less than $10,000, provided, that when any such claim is based upon (A) any intentional misrepresentation or willful breach of any matter contained herein or fraud (B) breaches of the representations and warranties contained in Section 10(c3(o)(Intellectual Property) above or Section 3(x)(Environmental Matters) or (C) any Retained Liability, Assumed Liability or breaches of any of Seller Parties’ covenants or Buyers’ covenants herein and exceeds $10,000, the Seller Parties or the Buyers, as the case may be, shall, subject to the contrary, I-trax and/or the Holding Company shall not have any obligation to indemnify the Members from and against any Adverse Consequences resulting from, arising out of, relating to, limitations in the nature of, or caused by any breach (or any alleged breach) of any representation or warranty contained in Sections 5(a)-(gthis Section 8(g) and 5(i)-(j) above until the Members have suffered Adverse Consequences by reason other provisions of all this Agreement, be liable for the entire amount of such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (the "I-trax Threshold Amount") and then only to the extent that the Members have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of the I-trax Threshold Amount. Any qualifications and exceptions relating to materiality or I-trax Material Adverse Effect with respect claim without regard to any representations deductible or warranties in Sections 5(a)-(g) and 5(i)-(j) above shall be disregarded for the purposes of determining whether I-trax or the Holding Company shall have any obligation to indemnify the Members pursuant to this Section 10(h)(ii) and Section 10(c) abovethreshold amount.