General Threshold. Subject to Section 8.3.4, the ----------------- Stockholder an and the Beneficial Owners shall not be obligated to indemnify any Buyer Indemnified Party in respect of Buyer Indemnifiable Losses except to the extent the cumulative amount of all Buyer Indemnifiable Losses exceeds $50,000 (the "Buyer Deductible"), which excess cumulative amount shall be recoverable in accordance with the terms hereof.
General Threshold. Subject to Section 5.3(d) and the proviso at the end of this Section 5.3(a), the Founder shall not be obligated to indemnify Buyer Indemnified Parties in respect of Buyer Indemnifiable Losses except to the extent the cumulative amount of all Buyer Indemnifiable Losses exceeds $1,000,000 (the "Threshold Amount"), whereupon the full amount of such Buyer Indemnified Losses shall be recoverable in accordance with the terms hereof; provided, however, that with respect to Buyer Indemnifiable Losses which arise out of a breach of a representation or warranty made by the Company and the Founder in Section 2 which is qualified by the term "Material Adverse Effect" (such Buyer Indemnifiable Losses are referred to herein as "MAE Buyer Indemnifiable Losses"), the first $100,000 of each such MAE Buyer Indemnifiable Loss shall be deducted from any indemnification payable hereunder and the calculation of the Threshold Amount until the aggregate amount of all such deductions under this proviso equals $1,000,000, after which the full amount of any additional MAE Buyer Indemnifiable Losses over and above such $1,000,000 shall be recoverable and taken into account in the calculation of the Threshold Amount in accordance with the terms hereof.
General Threshold. Subject to the exceptions set forth in Sections 5.03(d) and (e), the Stockholders and shall not be obligated to indemnify Company Indemnified Parties in respect of Buyer Indemnifiable Claims except to the extent the cumulative amount of all Buyer Indemnifiable Claims exceeds Fifty Thousand Dollars ($50,000) (the "Buyer Threshold"), which excess cumulative amount shall be recoverable in accordance with the terms hereof; PROVIDED, HOWEVER, that the Buyer Indemnified Parties shall be entitled to dollar-for-dollar recovery with respect to Losses involving a breach of the representations and warranties contained in Sections 3.02, 3.03, 3.05, 3.09(iii), 3.11, 3.13 or 3.21.
General Threshold. None of Seller, MDCI, MDC, SMI, Shears General or Dr. Xxxxxx xxxll be obligated to indemnify Buyer Indemnified Parties except to the extent the cumulative amount of all Losses incurred by Buyer Indemnified Parties exceeds Two Hundred Fifty Thousand Dollars ($250,000), which excess cumulative amount shall be recoverable in accordance with the terms hereof; provided, however, that the limitations set forth in this Section 7.2(a) shall not apply to the matters described in Section 7.2(e).
General Threshold. Buyer shall not be obligated to indemnify Seller Indemnified Parties except to the extent the cumulative amount of all Losses incurred by Seller Indemnified Parties exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the "Threshold"), which excess cumulative amount shall be recoverable in accordance with the terms hereof; provided, however, that the limitations set forth in this Section 7.4(a) shall not apply to the matters described in Section 7.4(d).
General Threshold. Subject to the exceptions set forth in Section 7.3.3, the Principal Stockholders and Management Stockholders shall not be obligated to indemnify the Monarch Indemnified Party in respect of Monarch Indemnifiable Losses except to the extent the cumulative amount of all Monarch Indemnifiable Losses exceeds $250,000 (the "Monarch Threshold"), which excess cumulative amount shall be recoverable in accordance with the terms hereof.
General Threshold. There shall be no claim for indemnification asserted against Sellers under this Agreement until (i) the Damages with respect to the particular act, circumstance, development, event, fact, occurrence or omission exceeds $25,000, and (ii) the aggregate amount of Damages by the Indemnified Party exceeds $650,000, and once the aggregate amount of Damages by such Indemnified Party exceeds $650,000, the amount payable to such Indemnified Party shall be for the full amount of such Damages by such Indemnified Party. The limitations contained in this Section 9.5(c) shall not apply to the indemnification obligations of Seller set forth in Section 9.7 hereof.
General Threshold. Except as to indemnification obligations of the Sellers under Section 7.2(a)(ii) above as to which the following limitation shall not apply, neither the Sellers nor the Purchaser shall be obligated to indemnify the other party except to the extent that the cumulative amount of all indemnifiable losses exceeds Twenty-Five Thousand Dollars ($25,000.00) (the "Threshold"), which excess amount shall be recoverable in accordance with the terms hereof; provided, however, that such Threshold set forth in this Section 7.4(a) shall not apply to the matters described in Section 7.4(c) below.
General Threshold. 34 8.3.2 General Maximum Indemnification.................................... 34 8.3.3
General Threshold. Neither the Sellers nor the Purchaser shall be obligated to indemnify the other party except to the extent that the cumulative amount of all indemnifiable losses exceeds Ten Thousand Dollars ($10,000.00) (the "Threshold"), which excess amount shall be recoverable in accordance with the terms hereof; provided, however, that such limitation set forth in this Section 11.4(a) shall not apply to the matters described in Section 11.4(d) and provided further, however, that such limitation set forth in this Section 11.4(a) shall not apply to matters arising out of a breach of a representation or warranty of a Seller contained in Article 3 of this Agreement.
