Common use of Damage Threshold Clause in Contracts

Damage Threshold. Notwithstanding the foregoing, none of the Sunbelt Shareholders shall have any liability under Section 8.1 and NSI may not receive any amounts from the Escrow Fund unless and until an Officer’s Certificate or Certificates (as defined in Section 8.5 below) for an aggregate amount of NSI’s Damages in excess of $50,000 has been delivered to the Sunbelt Shareholders and to the Escrow Agent; provided, however, that after an Officer’s Certificate or Certificates for an aggregate of $50,000 in Damages has been delivered, NSI shall be entitled to receive payment from the Escrow Fund equal in value to the amount of Damages identified in such Officer’s Certificate or Certificates that exceeds $50,000. Notwithstanding any other provision in this Article VIII, the liability of each Sunbelt Shareholder for indemnifiable claims pursuant to Section 8.1(a) arising out of a breach of Section 3.6 (Tax Matters), Section 8.1(b) (relating to Taxes) or Section 8.1(c) (relating to maintenance of a Positive Cash Balance) shall not be subject to the limitations of this Section 8.3.