Common use of Minimum Loss Clause in Contracts

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. Except with respect to Buyer Indemnified Certificate Costs, Buyer Indemnified Tax Costs, Buyer Indemnified Representation Costs arising out of any breach or default of Neither Omni nor 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 Shareholder shall be required to indemnify an a Buyer Indemnified Party for Party, and Buyer shall not be required to indemnify any Shareholder Indemnified Representation Costs Party, unless and until the aggregate amount of such Indemnified Representation Costs for which the Buyer Indemnified Party or the Shareholder Indemnified Party, as the case may be, is otherwise entitled to indemnification pursuant to this Article 7 VII exceeds $100,000 1,000 (the "MINIMUM LOSS"); provided, that the provisions of this Section 7.7(a) shall not apply to the indemnification obligations of Omni and the Shareholder (i) under Sections 7.1(c), 7.1(d) or 7.3(a) or (ii) arising out of the failure of the representations of Omni and the Shareholder set forth in Section 4.4 or Section 4.18 to be true and accurate or the breach by the Shareholder of its covenants set forth in Section 7.3(b). After the Minimum Loss is exceeded, the Buyer Indemnified Party and/or the Shareholder Indemnified Party, as the case may be, shall be entitled to be paid the entire amount of its Indemnified Representation Costs in excess indemnified losses, damages and/or costs (without deduction of (but not including) the Minimum Loss), subject to the proviso contained in the immediately preceding sentence and to the limitations on recovery and recourse set forth in this Section 7.67.7(b).