Common use of Purchaser Limitations Clause in Contracts

Purchaser Limitations. (i) Subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i) if the Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Twenty Thousand Dollars ($20,000) (the “De Minimus Claim Amount”). (ii) Subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i) unless and until the aggregate dollar amount of all Losses of the Purchaser Indemnified Parties for all claims relating to Losses that would otherwise be indemnifiable pursuant to Section 8.3(a)(i) exceeds One Million Dollars ($1,000,000) (the “Threshold Amount”), after which point Seller shall be required to provide indemnification with respect to all indemnifiable Losses with respect to any such claim for indemnification made pursuant to Section 8.3(a)(i) from dollar one. In addition, subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i), Section 8.3(a)(iii) or Section 8.3(a)(iv) to the extent that all claims made under any or all of such Sections are in an aggregate amount in excess of Ten Million Dollars ($10,000,000) (the “Indemnification Cap”).

Purchaser Limitations. (i) Subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i) if the Losses associated with such claim (or group of related claims arising out of the same or similar circumstances) are less than Twenty Thousand Dollars ($20,000) (the “De Minimus Claim Amount”). (ii) Subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(a)(i) unless and until the aggregate dollar amount of all Losses of the Purchaser Indemnified Parties in excess of the De Minimis Claim Threshold for all claims relating to Losses that would otherwise be indemnifiable pursuant to Section 8.3(a)(i) exceeds One Million Two Hundred Fifty Thousand Dollars ($1,000,0001,250,000) (the “Threshold Amount”), after which point Seller the Equityholders shall be required to provide indemnification with respect to all indemnifiable (subject to the De Minimis Claim Threshold) Losses with respect to any such claim for indemnification made pursuant to Section 8.3(a)(i) from dollar one. In addition, subject to Section 8.6(e), the Purchaser Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section Sections 8.3(a)(i), Section 8.3(a)(iii(vi) or (vii) or with respect to any Pre-Closing Covenants pursuant to Section 8.3(a)(iv8.3(a)(ii) to the extent that all claims made under any or all of such Sections are in an aggregate amount in excess of Ten Nine Million Dollars ($10,000,0009,000,000) (the “Indemnification Cap”).