Common use of Damage Threshold Clause in Contracts

Damage Threshold. (a) Notwithstanding Section 7.1, the Buyer may not receive any shares from the Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 7.5 below) and identifying the requirements of Section 7.5(a)(ii) and identifying Damages has been delivered to the Escrow Agent as provided in Section 7.5 below and such amount is determined pursuant to this Article VII to be payable, in which case the Buyer shall receive shares equal in value to the full amount of Damages. (b) If the Damages for the Intellectual Property Claims are in excess of the value of the Escrow Fund, the Buyer may then seek indemnification from the Company Stockholders pursuant to the Affiliate Agreements and the Stockholder Agreements. In no event shall the liability of each Former Company Stockholder with respect to all claims hereunder, including the Intellectual Property Claims, exceed the Indemnity Value for such Former Company Stockholder.