Common use of The Basket Clause in Contracts

The Basket. Notwithstanding any other provision of this Agreement to the contrary, no Stockholder shall be liable to AUGI or Mergerco with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Surviving Corporation or AUGI in the aggregate shall exceed the sum of $100,000 (the "Basket"). The Stockholders shall thereafter be liable, jointly and severally, for performance of its indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of each Stockholder in respect of all Losses of AUGI or Mergerco, on the one hand, and the maximum aggregate liability of AUGI and Mergerco in respect of all Losses of the Stockholders, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particular Losses, in any event exceed the limitations set forth in Section 12.2(b) below.

The Basket. Notwithstanding any other provision of this Agreement to the contrary, no the Stockholder shall not be liable to AUGI or Mergerco with respect to Losses, unless and until the aggregate amount of all Losses incurred by the Surviving Corporation or AUGI in the aggregate shall exceed the sum of $100,000 25,000 (the "Basket"). The Stockholders Stockholder shall thereafter be liable, jointly and severally, liable for performance of its his indemnification obligations under this Agreement in respect of all Losses in excess of the Basket, provided that the maximum aggregate liability of each the Stockholder in respect of all Losses of AUGI or Mergerco, on the one hand, and the maximum aggregate liability of AUGI and Mergerco in respect of all Losses of the StockholdersStockholder, on the other hand, shall not, in the absence of proven fraud by such indemnifying party in respect of any particular Losses, in any event exceed the limitations set forth in Section 12.2(b) below.