Claim Threshold. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not have liability for its obligations under Section 8.1 until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties equals or exceeds one-half of one percent (0.5%) of the Purchase Price (the “Claim Threshold”), in which event Seller shall become liable for the aggregate Losses under Section 8.1; it being understood and agreed that the Claim Threshold shall not apply in the event of fraud, willful misconduct or to claims for indemnification relating to Excluded Assets, Excluded Liabilities, Construction Costs, the Fundamental Seller Representations, or ARTICLE IX (Tax Matters), in each case for which Seller shall become liable for all such Losses, whether or not the Claim Threshold has been reached; and (b) Purchaser shall have no liability for its obligations under Section 8.2 until the aggregate amount of all Losses incurred by the Seller Indemnified Parties equals or exceeds the Claim Threshold, in which event Purchaser shall become liable for the aggregate Losses under Section 8.2; it being understood and agreed that the foregoing Claim Threshold shall not apply in the event of fraud, willful misconduct or to claims for indemnification relating to Assumed Liabilities, the Fundamental Purchaser Representations, or ARTICLE IX (Tax Matters), in each case for which Purchaser shall become liable for all such Losses, whether or not the Claim Threshold has been reached.
Claim Threshold. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not have liability for its indemnification obligations under Section 8.1.1 or Section 8.1.2 until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties that are subject to indemnification pursuant to Section 8.1.1 or Section 8.1.2 equals or exceeds [Amount] ([$XXX]) (the “Claim Threshold”), in which event Seller shall become liable for the aggregate Losses under Section 8.1.1
Claim Threshold. Subject to Section 10.3(d), no Indemnified Parties shall be entitled to indemnity with respect to, and shall not be entitled to assert, any claim under, or institute any Proceeding for Losses indemnifiable pursuant to, Section 10.2(a)(i) or Section 10.2(b)(i), as applicable, with respect to a misrepresentation or breach unless and until the aggregate amount of Losses with respect to such misrepresentation or breach exceeds one hundred seventy-five thousand dollars ($175,000) (the “Claim Threshold”).
Claim Threshold. Notwithstanding anything to the contrary contained in this Agreement, (a) Sellers shall have no liability for their obligations under 0, 0, 0 or Section 7.1 until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties equals or exceeds $500,000 (the "Claim Threshold"), in which event Sellers shall be liable for all such Losses in excess of the Claim Threshold; it being understood and agreed that the Claim Threshold shall not apply in the event of fraud, gross negligence or willful misconduct or to (i) claims for indemnification relating to Excluded Liabilities or Excluded Assets, or (ii) claims for indemnification relating to Section 3.1.1 (Existence), Section 3.1.2 (Authority), Section 3.1.3 (Binding Agreement), Section 3.1.4 (No Conflicts), Section 3.1.5 (Approvals and Filings), Section 3.1.10 (Title to Personal Property), Section 3.1.11(a) (Real Property), or Section 3.1.19 (Brokers), in each case for which Sellers shall be responsible from dollar one, whether or not the Claim Threshold has been reached, and (b) Purchaser shall have no liability for its obligations under Section 4.1(f)(C), Section 4.3(c), or Section 7.2 until the aggregate amount of all Losses incurred by the Sellers' Indemnified Parties equals or exceeds the Claim Threshold, in which event Purchaser shall be liable for all such Losses in excess of the Claim Threshold; it being understood and agreed that the foregoing Claim Threshold shall not apply in the event of fraud, gross negligence or willful misconduct or to (i) claims for indemnification relating to Liabilities assumed by Purchaser under Section 2.1.2, or (ii) claims for indemnification relating to Section 3.2.1 (Existence), Section 3.2.2 (Authority), Section 3.2.3 (Binding Agreement),
Claim Threshold. No individual claim or series of related claims for indemnification under this Agreement, or Claims arising out of substantially the same facts (a “Claim”), may be made by an Indemnitee unless and until the Losses suffered by the Indemnitee in connection with such Claim(s) exceed $5,000 (the “Claim Threshold”). Losses with respect to a Claim may not reduce or be applied toward satisfaction of the Deductible (as defined below) unless the aggregate amount of the Losses with respect to such Claims exceeds the Claim Threshold. Notwithstanding the foregoing, the Claim Threshold shall not apply to, and the Indemnitee may seek recovery directly from Indemnitor for, breaches of such Indemnitor’s Fundamental Representations, or claims for Fraud in connection with this Agreement or the transactions contemplated hereby.
Claim Threshold. Notwithstanding the foregoing, no claim for indemnification under Sections 6.9(a)(i) through (ii) may be made by Fresh Foods against Hudsxx xxxess and until the cumulative total of all Losses suffered by Fresh Foods exceeds $125,000 (the "Threshold"). Once Losses exceed the Threshold, Fresh Foods may recover all Losses. The foregoing limitation shall not apply to any Loss either intentionally caused by Fresh Foods or of which Fresh Foods had knowledge prior to the Closing. The Threshold does not apply to any claim for indemnification under Sections 6.9(a)(iii) or 6.9(b) hereof.
Claim Threshold. Except as provided below, the indemnities provided herein shall apply to Losses only in the event such Losses aggregate in excess of Fifty Thousand Dollars ($50,000) (the "Claim Threshold"). No individual claim which is not part of the series of related claims shall count toward the Claim Threshold if such individual claim has a Loss associated therewith of less than Two Thousand Five Hundred Dollars ($2,500.00). All claims shall count toward reaching the Claim Threshold. Subject to the Claim Threshold having been reached, any claim in excess of the Claim Threshold shall be compensable in full. Notwithstanding the foregoing, claims for Losses resulting from breaches of Section 5.12 or from fraud or intentional misrepresentation or intentional breaches shall be entirely compensable by Sellers shall not be subject to the Claim Threshold.
Claim Threshold. Notwithstanding any other provision of this Article 8, an Indemnified Party shall not be entitled to make a claim against an Indemnifying Party for indemnity pursuant to this Article 8 except to the extent that the aggregate amount of Claims and Damages incurred by the Indemnified Party exceeds Twenty-five Thousand Dollars ($25,000). Once such amount is exceeded, the Indemnified Party shall be entitled to indemnification under this Article 8 for all of the Claims and Damages in excess of Twenty-five Thousand Dollars ($25,000).
Claim Threshold. With respect to claims for indemnity pursuant to Section 9.3(a), the Buyer Indemnitees will not be entitled to assert any claims for Losses with respect to any individual item or matter, or items or matters arising out of substantially similar facts and circumstances, unless and until the amount of Losses with respect to such item(s) or matter(s) exceeds $25,000 (“Threshold Amount”), and if such Threshold Amount is not exceeded, none of the Losses with respect to such item(s) or matter(s) will count toward satisfying the Basket.
Claim Threshold. Notwithstanding the foregoing, no claim for indemnification under Sections 6.8(a)(i) through (iv) or Sections 6.9(b)(i) and (ii) may be made by an Indemnified Party against an Indemnifying Party unless and until the cumulative total of all Losses suffered by such Indemnified Party exceeds or is reasonably expected to exceed $100,000 (the "Threshold"). Once Losses exceed the Threshold, the Indemnified Party suffering such Losses may recover all Losses. The foregoing limitation shall not apply to any Loss either intentionally caused by the Indemnifying Party or of which the Indemnifying Party had knowledge prior to the Closing.
