Threshold and Cap Sample Clauses
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Threshold and Cap. (a) In respect of TJC’s assertion of an Indemnification Claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,000. If this threshold is reached, TJC may assert an Indemnification Claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims under Section 13 shall be the Purchase Price. No threshold or cap shall apply, however, in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
(b) In respect of Seller’s and/or a Shareholder’s assertion of an Indemnification Claim under Section 14(a)(i), Seller and/or the Shareholders shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,000. If this threshold is reached, Seller and the Shareholders may assert an Indemnification Claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholders may assert Indemnification Claims under Section 14 shall be the Purchase Price. No threshold shall apply, however, in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
(c) No threshold shall apply to TJC’s assertion of an Indemnification Claim under Sections 13(a)(ii) or (iii) or to Seller’s or a Shareholder’s assertion of an Indemnification Claim under Sections 14(a)(ii) or (iii).
Threshold and Cap. (a) In respect of F5 Finishes’ assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,000. If this threshold is reached, F5 Finishes may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation.
(b) No threshold shall apply to F5 Finishes’ assertion of any Indemnification Claim under Section 10.1(a)(2) or to the Shareholder’s assertion of an Indemnification Claim under Sections10.2(a)(1) or 10.2(a)(2).
(c) In no event shall the aggregate Liability of Shareholder in respect of Indemnification Claims under Sections 10.1(a)(1) and 10.1(a)(2) exceed fifty percent (50%) of the Purchase Price, with the exception that any liability of Shareholder as a result of Shareholder’s indemnification obligation under Section 10.01(a)(1) for a breach of a Core Representation shall not exceed the Final Purchase Price; provided, however, that no cap shall apply in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
Threshold and Cap. Sellers shall indemnify and hold harmless the Company, Purchaser and Parent with respect to any Loss suffered by the Company, Purchaser or Parent under Sections 13.1 if, and only if, such Loss together with the aggregate of all Losses theretofore incurred by the Purchaser or Parent under such Sections shall exceed Nine Hundred Thousand U.S. Dollars (US$900,000) (the “Threshold”), in which case Sellers shall be liable for the aggregate amount of all Losses suffered by the Purchaser or Parent, up to a maximum equal to the Escrow Amount; provided, however, any Losses suffered by Purchaser or Parent with respect to inaccuracy of the Projected Closing Balance Sheet as updated as of the Closing Date shall not be subject to such Threshold, but shall be subject to the threshold set forth in Section 2.3(g), and provided, further that any Losses suffered by the Purchaser or Parent with respect to fraud of the Company, or relating to Losses suffered as a result of breaches of the representations and warranties set forth in Sections 7.2, 7.24 and 7.26 shall be not be subject to the Threshold and shall be limited to the Purchase Price plus any Earn-Out actually paid to Sellers.
Threshold and Cap. PROTEC and the PROTEC Members shall not have any liability or obligation to PAYM, ▇▇▇▇▇▇▇▇▇ or the PAYM Representatives under Section 8.02(b) unless and until the amount of Losses accrued thereunder is equal to or greater than $50,000 (the “Indemnity Threshold”), in which even PROTEC and the PROTEC Members shall only be required to pay or be liable for all such Losses above the Indemnity Threshold.
Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third Party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed One Hundred Thousand Dollars ($100,000) (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that (x) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the inaccuracy of any Excepted Representations (and such Damages shall be disregarded in calculating whether a party has suffered Damages in excess of the Threshold), and (y) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the fraud, willful misconduct or gross negligence of Seller or Selling Shareholders. The indemnification obligations of Seller shall be applied in the order described in Section 7.2(b)(5)(ii) hereof.
Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed $25,000 (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that
Threshold and Cap. Anything in this Agreement to the contrary notwithstanding, the Stockholders shall not be liable for indemnification hereunder until the cumulative aggregate amount of all Claims of the Company exceed $535,000.00 in which case the Stockholders shall be liable for that portion of such Claims that exceeds $535,000.00 but only to the extent that such Claims do not exceed an aggregate of $3,210,000 (the "Cap") except, however, that in the case of a Claim or Claims based upon a breach of Sections 5.1, 5.2 or 5.3 hereof, the Cap shall be the Merger Price.
Threshold and Cap. No Indemnifying Party shall have any obligation to indemnify the Indemnified Party from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Indemnifying Party until the Indemnified Party has suffered Losses by reason of all such breaches in excess of two hundred fifty thousand dollars ($250,000) in the aggregate (the “Deductible”), after which point the Indemnifying Party will be obligated only to indemnify the Indemnified Party from and against any Losses above the Deductible. Furthermore, the aggregate dollar amount of all payments that any Indemnifying Party shall be obligated to make to the Indemnified Party with respect to Losses arising out of or related to any breach of any representation or warranty in this Agreement (excluding, for this purpose, any Stockholder Support Agreement) or the failure of any representation or warranty in this Agreement (excluding, for this purpose, any Stockholder Support Agreement) to be true, shall not exceed the amount then currently in the Escrow Account.
Threshold and Cap. The Seller shall not be required to indemnify the Buyer Indemnified Parties under Section 7.2(a) (breach of representations and warranties) unless the aggregate amount of Adverse Consequences exceeds $50,000 (the “Indemnification Deductible”), in which case the Seller shall be liable for all Adverse Consequences from the first dollar. The Seller’s total liability under Section 7.2(a) shall not exceed $500,000 (the “Cap”), except that the Indemnification Deductible and Cap shall not apply to Adverse Consequences arising from: (i) breaches of representations and warranties in Sections 3.1 (Organization and Good Standing), 3.2 (Authority; Execution and Delivery), 3.3 (Ownership of Shares), 3.4 (Capitalization), or 3.10 (Tax Matters); (ii) fraud, willful misconduct, or intentional misrepresentation by the Seller or the Company; or (iii) matters covered by Sections 7.2(b) through (d).
Threshold and Cap. Notwithstanding anything to the contrary herein, in no event shall the Buyer be liable to Seller, or any of their Affiliates, pursuant to this Section 17 or otherwise, nor shall Buyer, or any of its Affiliates be liable to Seller, for any matter related in any way to this Agreement until the total amount of Damages to such parties exceeds $25,000.00 (the “Threshold Amount”), and then only to the extent such Damages exceed the Threshold Amount. .