Minimum Loss. No Indemnifying Party shall be required to indemnify an Indemnified Party for Indemnified Costs unless and until the aggregate amount of such Indemnified Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 11 exceeds $1,117,500 (the "Minimum Loss"). After the Minimum Loss is exceeded, the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.5 below and subject to the exception contained in Section 12.2.
Minimum Loss. No Indemnifying Party shall be required to indemnify an Indemnified Party for Indemnified Representation Costs unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article XI exceeds $30,000 (the "Minimum Loss"). After the Minimum Loss is exceeded, the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.6 and in Section 11.7 below and subject to the exception contained in Section 12.17. For purposes of determining the aggregate amount of Minimum Loss suffered by an Indemnified Party, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or warranty has occurred) without regard to materiality (including Material Adverse Effect) qualifications that may be contained therein. In addition, in determining whether an Indemnifying Party shall be required to indemnify an Indemnified Party under this Article XI, once the Minimum Loss requirement set forth in this clause (a) has been satisfied, each representation and warranty contained in this Agreement for which indemnification can be or is sought hereunder shall be read (including for purposes of determining whether a breach of such representation or warranty has occurred) without regard to materiality (including Material Adverse Effect) qualifications that may be contained therein.
Minimum Loss. Except with respect to Buyer Indemnified Certificate Costs, Buyer Indemnified Tax Costs, Buyer Indemnified Representation Costs arising out of any breach or default of the representations and warranties contained in Section 4.22 (relating to brokers' fees) and Selling Stockholders Indemnified Representation Costs arising out of any breach or default of the representations and warranties contained in the last sentence of Section 5.2 (relating to the issuance of the shares of Buyer Common Stock to the Selling Stockholders) or in Section 5.8 (relating to brokers' fees), no Indemnifying Party shall be required to indemnify an Indemnified Party for Indemnified Representation Costs unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 7 exceeds $100,000 (the "MINIMUM LOSS"). After the Minimum Loss is exceeded, the Indemnified Party shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 7.6.
Minimum Loss. The Securityholders shall not be required to indemnify a Buyer Indemnified Party for Buyer Indemnified Costs unless and until the aggregate amount of all Buyer Indemnified Costs for which all Buyer Indemnified Parties (taken together) are otherwise entitled to indemnification pursuant to this Article 11 exceeds $500,000 (the "Minimum Loss"). After the Minimum Loss is exceeded, Buyer Indemnified Parties shall be entitled to be paid the entire amount of any Buyer Indemnified Costs in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.5. The parties agree that if the aggregate amount of De Minimis Losses exceeds $1,000,000, and are therefore deemed Buyer Indemnified Costs as set forth in Section 11.5(b), the Buyer Indemnified Parties shall be entitled to be paid the entire amount of any Buyer Indemnified Costs (including Buyer Indemnified Costs comprised of De Minimis Losses) in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Section 11.5. Notwithstanding the foregoing, the parties agree that, if and when Buyer Indemnified Costs exceed the Minimum Loss, the Minimum Loss shall be deemed to be exceeded for all purposes of this Section 11.5(a).
Minimum Loss. If the amount of compensation payable would be less than $5,000;
Minimum Loss. No Indemnified Person shall be entitled to be indemnified for Losses pursuant to Section 8.2(a), unless and until the aggregate amount of all such Losses exceeds $7,000,000.00 (the “Minimum Loss”), and then only to the extent such Losses exceed the Minimum Loss; provided, that in no event shall an Indemnified Person be entitled to be indemnified for Losses pursuant to Section 8.2(a) or Section 8.2(b) (solely in respect of breaches of subsections (a), (b), (d) and (m) of Section 4.1) for any individual claim or a series of claims arising out of the same facts, events or circumstances where the Losses relating thereto are less than $75,000 (the “Pre-Basket Amount”). The limitations set forth in this Section 8.4(a) shall not apply to indemnification for Losses arising out of or relating to the inaccuracy or breach of any Fundamental Representation, the representations and warranties set forth in Section 3.1(n) relating to taxes or to any representation in the event of fraud or criminal actions.
Minimum Loss. The amount of compensation payable would be less than $50,000;
Minimum Loss. Except with respect to Exceptional Matters, the Parent Indemnified Persons shall not be entitled to be indemnified for Losses pursuant to Section 10.2(a) unless and until the aggregate amount of all such Losses exceeds $200,000 (the “Minimum Loss”) and otherwise satisfy all other requirements under this Section 10.4. After the Minimum Loss is exceeded, Parent Indemnified Persons shall be entitled to be paid the entire amount of any Losses pursuant to Section 10.2(a) in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Agreement.
Minimum Loss. The Parent Indemnified Persons shall not be entitled to be indemnified for Losses pursuant to Section 10.2(a) unless and until the aggregate amount of all such Losses exceeds $750,000 (the “Minimum Loss”) and otherwise satisfy all other requirements under Section 10.3. After the Minimum Loss is exceeded, Parent Indemnified Persons shall be entitled to be paid the entire amount of any Losses pursuant to Section 10.2(a) in excess of (but not including) the amount of the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Agreement. Notwithstanding the foregoing, any claim for Losses under Sections 10.2(a) arising from the inaccuracy or breach of Section 3.1(p), 10.2(b), 10.2(c), 10.2(d), 10.2(e) and 10.2(f), shall not be subject to the limitations contained in this Section 10.3(a).
Minimum Loss. The Pioneer Indemnified Persons shall not be entitled to be indemnified for Losses pursuant to Section 11.2(a)(i) unless and until the aggregate amount of all such Losses exceeds $500,000 (the “Minimum Loss”) and the Pioneer Indemnified Persons otherwise satisfy all other requirements under Section 11.4. After the Minimum Loss is exceeded, Pioneer Indemnified Persons shall be entitled to be paid the entire amount of any Losses pursuant to Section 11.2(a)(i) in excess of (but not including) the Minimum Loss, subject to the limitations on recovery and recourse set forth in this Agreement. The limitations of this Section 11.2(b) shall not apply to Pioneer Indemnification Claims arising under or with respect to any Company Fundamental Representations, any Rollover Company Member Fundamental Representations, any breaches of representations and warranties with respect to Section 3.7 (Taxes) or arising out of or relating to fraud by the Company or any Company Member or UAR Holder prior to the Closing in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby.
