Common use of Threshold Amount Clause in Contracts

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section ‎9.4(a), (i) a Buyer Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(a) unless (a) one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed on a stand-alone basis the amount of $225,000 (the “Qualifying Claim”); provided that the Qualifying Claim limitation shall no longer apply once one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed in the aggregate the amount of $1,000,000 have been delivered and (b) until one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) in excess of $2,500,000 (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and the Escrow Agent as provided in Section ‎9.4(b) hereof, in which case the Buyer Indemnified Persons shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses, and (ii) a Seller Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(b) unless (a) one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed on a stand-alone basis the amount of a Qualifying Claim have been delivered; provided that the Qualifying Claim limitation shall no longer apply once one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed in the aggregate the amount of $1,000,000 have been delivered, and (b) until one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) in excess of the Threshold Amount has or have been delivered to CryoLife as provided in Section ‎9.4(b) hereof, in which case the Seller Indemnified Persons shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses. Notwithstanding the foregoing, (i) a Buyer Indemnified Person shall be entitled to recover for, and the Qualifying Claim or the Threshold Amount shall not apply as a limit or threshold to, any and all claims or payments made with respect to Losses paid, incurred or sustained arising out of or resulting from or related to clauses ‎(ii) through ‎(v) of Section ‎9.2(a) or any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, and (ii) a Seller Indemnified Person shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses paid, incurred or sustained arising out of or resulting from or related to clauses ‎(ii) through ‎(iii) of Section ‎9.2(b).

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section ‎9.4(aSECTION 7.3(b), (i) a Buyer an Indemnified Person Party may not recover any Losses under clause SECTION 7.2 unless and until the Indemnified Parties shall have suffered Losses in excess of Two Hundred Sixty Five Thousand Dollars (i$265,000) of Section ‎9.2(a) unless (a) one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed on a stand-alone basis the amount of $225,000 (the “Qualifying Claim”); provided that the Qualifying Claim limitation shall no longer apply once one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed in the aggregate the amount of $1,000,000 have been delivered and (b) until one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) in excess of $2,500,000 (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and the Escrow Agent as provided in Section ‎9.4(b) hereof"THRESHOLD AMOUNT"), in at which case the Buyer Indemnified Persons point Parent shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses, and (ii) a Seller Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(b) unless (a) one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed on a stand-alone basis the amount of a Qualifying Claim have been delivered; provided that the Qualifying Claim limitation shall no longer apply once one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed in the aggregate the amount of $1,000,000 have been delivered, and (b) until one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) in excess of the Threshold Amount has or have been delivered to CryoLife as provided in Section ‎9.4(b) hereof, in which case the Seller Indemnified Persons shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses. Notwithstanding the foregoing, (i) a Buyer Indemnified Person shall be entitled to recover for, and the Qualifying Claim or the Threshold Amount shall not apply as a limit or threshold to, any and all claims or payments made with respect to Losses paid, incurred or sustained arising out of or resulting from or related to clauses ‎(ii) through ‎(v) of Section ‎9.2(a) or any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, and (ii) a Seller Indemnified Person Parent shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to any and all (i) Losses incurred as a result of fraud or any intentional breach of any covenant by the Company, (ii) Losses resulting from any breach of any representation or warranty contained in SECTION 2.2(a) (Company Capital Structure) or SECTION 2.18 (Brokers' and Finders' Fees), (iii) Dissenting Share Payments, (iv) Excess Third Party Expenses incurred by the Company, or (v) Losses resulting from any failure of the Spreadsheet to be complete, correct or in accordance with the Charter Documents. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any officer of Parent: (A) stating that an Indemnified Party has paid, incurred sustained, incurred, or sustained arising out accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or resulting from accrued, or related the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to clauses ‎(ii) through ‎(iii) of Section ‎9.2(b)which such item is related.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section ‎9.4(aSECTION 7.3(b), (i) a Buyer an Indemnified Person Party may not recover any Losses under clause (i) of Section ‎9.2(a) SECTION 7.2 unless (a) and until one or more Officer’s 's Certificates (as defined below) identifying such Losses under Section ‎9.2(a) exceed on a stand-alone basis the amount of $225,000 (the “Qualifying Claim”); provided that the Qualifying Claim limitation shall no longer apply once one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed in the aggregate the amount of $1,000,000 have been delivered and (b) until one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) SECTION 7.2 in excess of $2,500,000 200,000 in the aggregate (the “Threshold Amount”"THRESHOLD AMOUNT") has or have been delivered to the Securityholder Representative and the Escrow Agent or the Stockholder Representative (as defined IN SECTION 7.4 hereof) as provided in Section ‎9.4(bSECTION 7.3(f) hereof, in which case the Buyer Indemnified Persons Parent shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses, and (ii) a Seller Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(b) unless (a) one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed on a stand-alone basis the amount of a Qualifying Claim have been delivered; provided that the Qualifying Claim limitation shall no longer apply once one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed in the aggregate the amount of $1,000,000 have been delivered, and (b) until one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) in excess of the Threshold Amount has or have been delivered to CryoLife as provided in Section ‎9.4(b) hereof, in which case the Seller Indemnified Persons shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Lossesidentified. Notwithstanding the foregoing, (i) a Buyer Indemnified Person shall be entitled to recover for, and the Qualifying Claim or the Threshold Amount shall not apply as a limit or threshold to, any and all claims or payments made with respect to Losses paid, incurred or sustained arising out of or resulting from or related to clauses ‎(ii) through ‎(v) of Section ‎9.2(a) or any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, and (ii) a Seller Indemnified Person Parent shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses resulting from any breach of representation or warranty contained in SECTION 2.2 (Company Capital Structure) or in SECTION 2.10 (Tax Matters) hereof, (B) any Dissenting Share Payments, (C) any Excess Third Party Expenses, and (D) Losses resulting from the failure of any Stockholder to pay Agent Interpleader Expenses or Agent Indemnification Expenses pursuant to clauses (vi) and (vii) of SECTION 7.3(j) hereof or Independent Accounting Firm Expenses pursuant to SECTION 5.5 hereof. Losses not subject to the Threshold Amount shall not be included in determining whether the Threshold amount has been exceeded. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any officer of Parent in good faith: (1) stating that an Indemnified Party has paid, incurred sustained, incurred, or sustained arising out properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or resulting from properly accrued, or related the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to clauses ‎(ii) through ‎(iii) of Section ‎9.2(b)which such item is related.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section ‎9.4(aSECTION 8.3(B), (i) a Buyer an Indemnified Person Party may not recover any Losses under clause (i) of Section ‎9.2(aSECTION 8.2(a)(I) unless (a) and until one or more Officer’s 's Certificates (as defined below) identifying such Losses under Section ‎9.2(a) exceed on a stand-alone basis the amount of $225,000 (the “Qualifying Claim”); provided that the Qualifying Claim limitation shall no longer apply once one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed in the aggregate the amount of $1,000,000 have been delivered and (b) until one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(aSECTION 8.2(a)(i) in excess of $2,500,000 100,000 in the aggregate (the “Threshold Amount”"THRESHOLD AMOUNT") has or have been delivered to the Securityholder Representative Escrow Agent and the Escrow Agent Stockholder Representative (as defined in SECTION 8.4 hereof) as provided in Section ‎9.4(b) hereofSECTION 8.3(e), in which case the Buyer Indemnified Persons Parent shall be entitled to recover all Losses so identified without regard (if from the Escrow Fund, to the Threshold Amount from the first dollar of such Losses, and (iiextent available) a Seller Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(b) unless (a) one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed on a stand-alone basis the amount of a Qualifying Claim have been delivered; provided that the Qualifying Claim limitation shall no longer apply once one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed in the aggregate the amount of $1,000,000 have been delivered, and (b) until one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) in excess of the Threshold Amount has or have been delivered to CryoLife as provided in Section ‎9.4(b) hereof, in which case the Seller Indemnified Persons shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses. Notwithstanding the foregoing, (i) a Buyer an Indemnified Person shall be entitled to recover for, and the Qualifying Claim or the Threshold Amount shall not apply as a limit or threshold to, any and all claims or payments made with respect to Losses paid, incurred or sustained arising out of or resulting from or related to clauses ‎(ii) through ‎(v) of Section ‎9.2(a) or any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, and (ii) a Seller Indemnified Person Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses incurred pursuant to clauses (ii), (iii), (iv) and (v) of SECTION 8.2(a) or SECTION 8.2(b) hereof, and (B) Losses resulting from any breach of representation or warranty contained in SECTION 2.2 (Company Capital Structure) hereof. For the purposes hereof, "OFFICER'S CERTIFICATE" shall mean a certificate signed by any officer of Parent: (1) stating that an Indemnified Party has paid, incurred sustained, incurred, or sustained arising out properly accrued, or reasonably anticipates that it will have to pay, sustain, incur, or accrue Losses, and (2) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid, sustained, incurred, or resulting from properly accrued, or related the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to clauses ‎(ii) through ‎(iii) of Section ‎9.2(b)which such item is related.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except (i) Except as set forth in the second sentence of this Section ‎9.4(a7.4(a)(i), (i) a Buyer Parent Indemnified Person Party may not recover any Losses under clause (i) of Section ‎9.2(a7.2(a) unless and until the Parent Indemnified Parties have incurred indemnifiable Losses pursuant to Section 7.2(a) and this Section 7.4 in excess of Two Million Dollars (a$2,000,000.00) one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed on a stand-alone basis the amount of $225,000 (the “Qualifying Claim”); provided that the Qualifying Claim limitation shall no longer apply once one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) exceed in the aggregate the amount of $1,000,000 have been delivered and (b) until one or more Officer’s Certificates (as defined below) identifying Losses under Section ‎9.2(a) in excess of $2,500,000 (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and the Escrow Agent as provided in Section ‎9.4(b) hereof), in which case the Buyer Parent Indemnified Persons Parties shall be entitled to recover the total amount of all Losses so identified without regard exceeding the Threshold Amount, subject to the Threshold Amount from the first dollar terms and conditions of such Losses, and (ii) a Seller this Agreement. A Parent Indemnified Person may not recover any Losses under clause (i) of Section ‎9.2(b) unless (a) one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed on a stand-alone basis the amount of a Qualifying Claim have been delivered; provided that the Qualifying Claim limitation shall no longer apply once one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) exceed in the aggregate the amount of $1,000,000 have been delivered, and (b) until one or more Claim Certificates (as defined below) identifying Losses under Section ‎9.2(b) in excess of the Threshold Amount has or have been delivered to CryoLife as provided in Section ‎9.4(b) hereof, in which case the Seller Indemnified Persons shall be entitled to recover all Losses so identified without regard to the Threshold Amount from the first dollar of such Losses. Notwithstanding the foregoing, (i) a Buyer Indemnified Person shall be entitled to recover for, and the Qualifying Claim or the Threshold Amount shall not apply as a limit or threshold to, any and all claims or payments made with respect to Losses paid, incurred or sustained arising out of or resulting from or related to clauses ‎(ii) through ‎(v) of Section ‎9.2(a) or any breach or inaccuracy of a representation or warranty contained in any of the Fundamental Representations, and (ii) a Seller Indemnified Person Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses paid, incurred or sustained arising out of or resulting from or related pursuant to clauses ‎(ii) through ‎(iii(ii)-(vi) of Section ‎9.2(b7.2(a), (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached. (ii) Except as set forth in the second sentence of this Section 7.4(a)(ii), a Company Indemnified Party may not recover any Losses under Section 7.2(b) unless and until one or more Securityholder’s Certificates identifying such Losses under Section 7.2(b) in excess of the Threshold Amount has or have been delivered to Parent and the Escrow Agent as provided in Section 7.4(c), in which case the Company Indemnified Parties shall be entitled to recover the total amount of all Losses in excess of the Threshold Amount, subject to the terms and conditions of this Agreement. A Company Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses incurred pursuant to clause (ii) and/or clause (iii) of Section 7.2(b), and (B) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, Privacy and Security)), and (C) Losses resulting from fraud, intentional misrepresentation or willful misconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached.