Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “Company Deductible”), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers).

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the “"Company Deductible”"), at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s 's aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers).

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a7.3(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A7.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section section are in excess of $150,000 (the “Company Deductible”)250,000, at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s a $100,000 aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Pricedeductible; provided provided, that, for purposes of this Section 8.4(a7.3(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. IV; provided, further, the aggregate liability of the Company under this Article VII shall in no event exceed $3,500,000.00. Notwithstanding the immediately preceding sentence, the provisions of the immediately preceding sentence shall not apply to, and the Company shall be liable for the full amount of of, any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 4.1 (Organization), the first two sentences of Section 5.2 4.2 (Authorization), Section 5.3 4.3 (Capitalization), Section 5.4 4.4 (Officers and Directors), the last sentence of Section 5.7 4.7 (Indebtedness), the last sentence of Section 5.8 4.8 (Liens on Inventory), the last sentence of Section 5.9 4.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b4.10(b) (title to Real Property), the second sentence of Section 5.10(c4.10(c) (title to Personal Property), Section 5.15 4.15 (Environmental Matters), Section 5.17 4.17 (Taxes), Section 5.18 4.18 (Employee Benefits), or Section 5.25 4.26 (Brokers), Section 4.27 (Rights Plan), or any matter set forth on Schedule 7.3 attached hereto.

Indemnification Amounts. (a) Except as otherwise provided in this Section 8.4(a7.3(a), (i) the Company shall not have any liability under Section 8.1(a)(i)(A7.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section section are in excess of $150,000 (the “Company Deductible”)250,000, at which time the Company shall be liable for the full amount of all Losses in excess of the Company Deductible and (ii) the Company’s a $100,000 aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Pricedeductible; provided provided, that, for purposes of this Section 8.4(a7.3(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. IV, provided, further, the aggregate liability of the Company under this Article VII shall in no event exceed $3,500,000.00. Notwithstanding the immediately preceding sentence, the provisions of the immediately preceding sentence shall not apply to, and the Company shall be liable for the full amount of of, any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 4.1 (Organization), the first two sentences of Section 5.2 4.2 (Authorization), Section 5.3 4.3 (Capitalization), Section 5.4 4.4 (Officers and Directors), the last sentence of Section 5.7 4.7 (Indebtedness), the last sentence of Section 5.8 4.8 (Liens on Inventory), the last sentence of Section 5.9 4.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b4.10(b) (title to Real Property), the second sentence of Section 5.10(c4.10(c) (title to Personal Property), Section 5.15 4.15 (Environmental Matters), Section 5.17 4.17 (Taxes), Section 5.18 4.18 (Employee Benefits), or Section 5.25 4.26 (Brokers), Section 4.27 (Rights Plan), or any matter set forth on Schedule 7.3 attached hereto.