Materiality Threshold. Notwithstanding anything herein to the contrary, no amount shall be payable to any Indemnified Party with respect to any claim for indemnification pursuant to this Article 10 arising out of a breach of a representation or warranty hereunder (other than claims of fraud or willful misrepresentation with respect to which all Losses in connection therewith shall be recoverable from the first dollar and shall be counted in determining whether the Deductible Amount has been exceeded) until the aggregate amount of Losses actually incurred by the Indemnified Party with respect to all such claims exceeds Fifty Thousand Dollars ($50,000) in the aggregate (the “Deductible Amount”), after which event the Indemnified Party shall be indemnified for all Losses in excess of the Deductible Amount.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Phibro Animal Health Corp)