Losses Threshold Sample Clauses

Losses Threshold. Notwithstanding any provision of this Agreement to the contrary, and except as set forth in the second sentence of this Section 6.3(b), the Indemnified Parties may not recover any Losses under Section 6.3(a) unless and until one or more Officer's Certificates identifying such Losses under Section 6.3(a) in excess of ONE HUNDRED FIFTY THOUSAND EURO ((euro)150,000.00) in the aggregate (the "Losses Threshold") has or have been delivered to the Escrow Agent and the Shareholder Representative as provided in Section 6.3(e) hereof, and such Losses are (i) agreed to as recoverable by the Shareholder Representative; (ii) not subject to an Objection Notice, validly delivered in accordance with the provisions of Section 6.3(f) hereof (including the time limitations set forth therein); or (iii) determined to be subject to indemnification pursuant to Section 6.3(g) hereof, in which case the Indemnified Parties shall be entitled to recover all Losses so identified (without regard to the Losses Threshold). Notwithstanding the foregoing, the Losses Threshold shall not apply with respect to Losses arising from or related to any breach of the Special Loss Warranties, Covenants, and Indemnities, provided that such Losses shall also not count against the Losses Threshhold for purposes of determining whether such Losses Threshhold has been met. For the purposes hereof, "Officer's Certificate" shall mean a certificate signed by any officer of the Purchaser: (i) stating that an Indemnified Party has paid, sustained, incurred, or properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or properly accrued, or the basis for such anticipated Liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related.

Losses Threshold. Notwithstanding the other provisions of this Section 9 and absent fraud, neither Intellisync nor SoftVision shall be required to indemnify the other unless all claims individually or in the aggregate of one party for indemnification, either actual or reasonably estimable, exceed a minimum amount of $10,000 (the “Threshold Amount”), whereupon satisfaction of such claims shall begin at the first dollar of liability.

Losses Threshold. An Indemnifying Party shall not have any obligation to indemnify any Indemnified Parties from and against any Damages pursuant to Sections 7(b)(ii) or 7(c)(ii), as applicable, unless and until the aggregate amount of all such claims against the Indemnifying Party exceeds $25,000, whereupon satisfaction of such claims shall begin at the first dollar of Liability.

Losses Threshold. Notwithstanding Section 12.2 hereof, no Indemnified Party shall be entitled to receive any amounts with respect to the indemnification obligations of the Indemnifying Parties set forth herein unless and until the Indemnified Parties collectively shall have incurred Losses exceeding Five Thousand Dollars (5,000), in which case all Losses in excess of Five Thousand Dollars (5,000) shall be recoverable.

Losses Threshold. (a) Notwithstanding Section 9.2 hereof, no Indemnified Party shall be entitled to receive any amounts from the Indemnity Fund with respect to the indemnification obligations of Healthrac or any Healthtrac Stockholder set forth herein unless and until the Indemnified Parties collectively shall have incurred Losses exceeding Ninety-two Thousand Dollars ($92,000), in which case all Losses in excess of an aggregate threshold of Twenty-five Thousand Dollars ($25,000) shall be recoverable, subject to and in accordance with the provisions of this Article 9. (b) Notwithstanding Section 9.3 hereof, the Healthtrac Stockholders and each of their respective officers, directors, employees and other affiliates shall not be entitled to pursue any claim or receive any amounts with respect to the indemnification obligations of VDOT set forth herein unless and until such parties collectively shall have incurred Losses exceeding Ninety-two Thousand Dollars ($92,000), in which case all Losses in excess of an aggregate threshold of Twenty-five Thousand Dollars ($25,000) shall be recoverable, subject to and in accordance with the provisions of this Article 9. (c) Except with respect to a breach of any representation or warranty resulting from the fraud or wilful misrepresentation by an Indemnifying Party, the cumulative liability of the Healthtrac Stockholders under this Agreement including, without limitation, the indemnification obligations herein, shall be limited to the Indemnity Fund.