Common use of Indemnity Threshold Clause in Contracts

Indemnity Threshold. Except as otherwise provided in the ------------------- immediately following sentence, no Indemnified Party shall seek, or be entitled to, indemnification from the Company, Stockholders, Sub or Parent pursuant to Section 8.2 until the aggregate amount of Damages incurred or suffered by all Indemnified Parties under such section exceeds $50,000 (the "Indemnity Threshold"), and once the Indemnified Parties have incurred or suffered aggregate Damages exceeding the Indemnity Threshold, the Indemnified Parties shall be entitled to indemnity for the entire amount of all Indemnity Claims. Notwithstanding the foregoing, Damages incurred or suffered by the Indemnified Party in connection with: (i) the Net Worth True-Up (Section 2.6), (ii) inaccuracies in the representations and warranties set forth in the Surviving Representations (Sections 3.1, 3.2, 3.3, 3.9, 3.12 and 3.20), or (iii) Section 6.20 (Stockholder Guarantees), and any breach of the covenants and agreements of the Company and the Stockholders contained herein shall be recoverable regardless of whether the Indemnity Threshold has been exceeded.

Indemnity Threshold. Except as otherwise provided in the ------------------- immediately following sentence, no Indemnified Party shall seek, or be entitled to, indemnification from the Company, Stockholders, Sub Company or Parent the Shareholders pursuant to Section 8.2 8.2(a) until the aggregate amount of Damages incurred or suffered by all Indemnified Parties under such section exceeds $50,000 250,000 (the "Indemnity Threshold"), and once the Indemnified Parties have incurred or suffered aggregate Damages exceeding the Indemnity Threshold, the Indemnified Parties shall be entitled to indemnity for the entire amount of all Parent Indemnity Claims. Notwithstanding the foregoing, Damages incurred or suffered by the Parent Indemnified Party in connection with: (i) the Net Worth True-Up (Section 2.6), (ii) with inaccuracies in the representations and warranties set forth in the Surviving Representations (Sections 3.1, 3.2, 3.3, 3.9, 3.12 3.9 and 3.20), or (iii3.12) Section 6.20 (Stockholder Guarantees), and any breach of the covenants and agreements of the Company and the Stockholders Principal Shareholder contained herein shall be recoverable regardless of whether the Indemnity Threshold has been exceededexceeded and shall not be taken into account when determining whether the Indemnity Threshold has been satisfied.