Common use of Threshold and Cap Clause in Contracts

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 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 $5,00010,000.00. 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 Shareholder shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,00010,000.00. If this threshold is reached, Seller and the Shareholders Shareholder 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 Shareholder 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 TJC’s assertion of an Indemnification Claim 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. 5,000 If this threshold is reached, TJC may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims 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 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 indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim 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 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 indemnification claim under Sections 13(a)(ii) or (iii) or to Seller’s or a Shareholder’s assertion of an Indemnification Claim indemnification claim under Sections 14(a)(ii) or (iii).

Threshold and Cap. (a) In respect of TJC’s assertion of an Indemnification Claim indemnification claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,0005,000 (the “Threshold”). If this threshold Threshold is reached, TJC may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any thresholdThreshold. The maximum aggregate amount for which TJC may assert Indemnification Claims indemnification claims under Section 13 shall be the Purchase PricePrice (the “Cap”). No threshold Threshold or cap 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 ShareholderMember’s assertion of an Indemnification Claim indemnification claim under Section 14(a)(i), Seller and/or the Shareholders Members shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,000. If this threshold Threshold is reached, Seller and the Shareholders Members may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any thresholdThreshold. The maximum aggregate amount for which Seller and/or the Shareholders Members may assert Indemnification Claims indemnification claims under Section 14 shall be the Purchase Price. No threshold 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. (c) No threshold shall apply to TJC’s assertion of an Indemnification Claim indemnification claim under Sections 13(a)(ii), (iii) or (iiiiv) or to Seller’s or a ShareholderMember’s assertion of an Indemnification Claim indemnification claim under Sections 14(a)(ii) or (iii). (d) Any indemnification obligations which Seller or a Member agree in writing are their obligations or a court of competent jurisdiction determines are the obligation of the Seller or either Member shall first be made as a setoff against the amounts owed by TJC under the Note.

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 ShareholderMember’s assertion of an Indemnification Claim under Section 14(a)(i), Seller and/or the Shareholders Members 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 Members 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 Members 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 ShareholderMember’s assertion of an Indemnification Claim under Sections 14(a)(ii) or (iii).

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 ShareholderSelling Party’s assertion of an Indemnification Claim under Section 14(a)(i), Seller and/or the Shareholders a Selling Party 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 Selling Party 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 Selling Parties 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 ShareholderSelling Party’s assertion of an Indemnification Claim under Sections 14(a)(ii) or (iii).

Threshold and Cap. Notwithstanding any other provision of this Agreement: (a) In No Indemnified Party shall be entitled to any amount in respect of TJC’s assertion of an Indemnification Claim Losses as to which Claims for indemnification are made under Section 13(a)(i)this Article VII, TJC and the Indemnifying Stockholders shall not be entitled obligated to provide indemnification hereunder, unless and until the aggregate amount for of all Losses as to which indemnification is sought exceeds otherwise would be required under this Agreement exceed $5,000. If 75,000 (the “Threshold”), in which event the Indemnifying Stockholders shall be obligated to indemnify under this threshold is reached, TJC may assert an Indemnification Claim Article VII for the full total dollar amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section 13(a)(i) all such Losses 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 applyThreshold; provided, however, in that the case foregoing limitation shall not apply to any Claims for Losses based on any of the following (“Fundamental Claims”): (i) breach or inaccuracy of any Loss caused byof the Fundamental Reps in (a) of Section 7.1; (ii) breach or nonperformance of any covenants or provisions contained in Article I, arising out of Article VI, Article VII (including, without limitation, Section 7.2(c)) or relating to any fraud Article VIII hereof; or intentional misrepresentation(iii) Claims for Losses based on Section 7.2(d). (b) In Except with respect of Seller’s and/or a Shareholder’s assertion of an Indemnification Claim under to Fundamental Claims and Claims for Losses based on Section 14(a)(i7.1(b), Seller and/or the Shareholders shall not be entitled to indemnification until the maximum 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 liability of the claim (going back Indemnifying Stockholders for indemnification under this Agreement shall be limited to, and shall be satisfied exclusively from, the Escrow Amount in accordance with the Escrow Agreement. With respect to Fundamental Claims, the maximum aggregate liability of each Indemnifying Stockholder for indemnification under this Agreement shall be limited to the Purchase Price actually paid to such Indemnifying Stockholder (net of any expenses incurred in connection with the defense of Claims assumed by the Indemnifying Party pursuant to Section 7.4(c) or 7.4(e) to the extent such expenses would have been deemed Losses if they had been incurred by the Indemnified Parties in defense of such Claims), provided that any such liability shall first dollar) and may assert any subsequent Indemnification Claim under be satisfied from the Escrow Amount in accordance with the Escrow Agreement. With respect to Claims based on Section 13(a)(i) without regard to any threshold. The 7.1(b), the maximum aggregate amount liability of the Indemnifying Stockholders for which Seller and/or indemnification under this Agreement (i) prior to the Shareholders may assert Indemnification Claims under Section 14 termination of the Escrow Agreement shall be limited to, and shall be satisfied exclusively from, the Purchase Price. No threshold Escrow Amount in accordance with the Escrow Agreement and (ii) following the termination of the Escrow Agreement shall apply, however, be limited to the Escrowed Funds (as defined in the case of any Loss caused by, arising out of or relating Escrow Agreement) distributed to any fraud or intentional misrepresentationthe Indemnifying Stockholders. (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 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 $5,0005,000.00. 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 Shareholder shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,0005,000.00. If this threshold is reached, Seller and the Shareholders Shareholder 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 Shareholder 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 With respect of to 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 With respect of to Seller’s and/or a the Shareholder’s assertion of an Indemnification Claim under Section 14(a)(i), Seller and/or the Shareholders Shareholder 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 Shareholder 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)(i14(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholders Shareholder 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 the Shareholder’s assertion of an Indemnification Claim under Sections 14(a)(ii) or (iii).

Threshold and Cap. (a) In respect of TJC’s assertion of an Indemnification Claim 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 indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims 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 Shareholderthe Members’s assertion of an Indemnification Claim indemnification claim under Section 14(a)(i), Seller and/or the Shareholders Members 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 Members may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholders Members may assert Indemnification Claims 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 indemnification claim under Sections 13(a)(ii) or (iii) or to Seller’s or a Shareholderthe Members’s assertion of an Indemnification Claim indemnification claim under Sections 14(a)(ii) or (iii).

Threshold and Cap. (a) In respect of TJC’s assertion of an Indemnification Claim 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 indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims 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 the Shareholder’s assertion of an Indemnification Claim indemnification claim under Section 14(a)(i), Seller and/or the Shareholders Shareholder 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 Shareholder may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholders Shareholder may assert Indemnification Claims 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 indemnification claim under Sections 13(a)(ii) or (iii) or to Seller’s or a the Shareholder’s assertion of an Indemnification Claim indemnification claim under Sections 14(a)(ii) or (iii).

Threshold and Cap. (a) In respect of TJC’s assertion of an Indemnification Claim 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 indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims 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 the Members’ assertion of an Indemnification Claim indemnification claim under Section 14(a)(i), Seller and/or the Shareholders Members 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 Members may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i14(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholders Members may assert Indemnification Claims 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 indemnification claim under Sections 13(a)(ii) or (iii) or to Seller’s or a Shareholder’s the Members’ assertion of an Indemnification Claim indemnification claim under Sections 14(a)(ii) or (iii).

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 a Seller’s and/or a Shareholder’s assertion of an Indemnification Claim under Section 14(a)(i), Seller Sellers 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 Sellers 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)(i14(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller Sellers 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 a Seller’s or a Shareholder’s assertion of an Indemnification Claim under Sections 14(a)(ii) or (iii). No threshold or maximum aggregate amount for a party’s assertion of an indemnification claim shall apply if there is valid liability insurance coverage that covers indemnitee and indemnitor, but only to the extent of such coverage. Any amounts paid by an insurer of an indemnitor in defense of a claim, in settlement of a claim, or in satisfaction of any portion of a judgment against an indemnitee shall count against the maximum aggregate amount specified above.

Threshold and Cap. Notwithstanding any other provision of this Section 10 to the contrary: (a) In respect of TJC’s assertion of an Indemnification Claim under Except for claims relating to or arising from Section 13(a)(i10.2(b), TJC (c) and (d) and Sections 6.9 and 6.10, a Buyer Indemnified Person shall not be entitled to indemnification until under Section 10.2 only when the aggregate amount for which indemnification is sought of Damages incurred by the Buyer Indemnified Persons exceeds $5,000. If this threshold is reached[**] (the “Threshold Amount”), TJC may assert an Indemnification Claim for at which time 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 Buyer Indemnified Person shall be entitled to be indemnified against and compensated and reimbursed for all Damages, including 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.Threshold Amount; (b) In respect of Seller’s and/or a Shareholder’s assertion of an Indemnification Claim under Except for claims relating to or arising from Section 14(a)(i10.2(b), (c) and (d) and Sections 6.9 and 6.10, or arising from Seller and/or fraud or willful misconduct, the Shareholders Seller shall not be required to make any indemnification payment pursuant to Section 10.2 after the Seller has paid to all Buyer Indemnified Persons an amount in the aggregate equal to [**] (such sum, the “Indemnity Cap”); (c) Except for claims relating to Section 10.3(b), a Seller Indemnified Person shall be entitled to indemnification until under Section 10.3 only when the aggregate of Damages incurred by the [THE SYMBOL [**] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.] Seller Indemnified Persons exceeds the Threshold Amount, at which time the Seller Indemnified Person shall be entitled to be indemnified against and compensated and reimbursed for all Damages, including the Threshold Amount; and (d) Except for claims relating to Section 10.3(b) or arising from Buyer fraud or willful misconduct, the Buyer shall not be required to make any indemnification payment pursuant to Section 10.3 after the Buyer has paid to all Seller Indemnified Persons an amount for which indemnification is sought collectively exceeds $5,000. If this threshold is reached, Seller and in the Shareholders may assert an Indemnification Claim for the full amount of the claim (going back aggregate equal 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 misrepresentationIndemnity Cap. (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 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 Shareholder 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 Shareholder 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 Shareholder 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 TJC’s assertion of an Indemnification Claim indemnification claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,00045,000. If this threshold is reached, TJC may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims indemnification claims under Section 13 13(a)(i) shall be the Purchase Price$450,000. 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 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 $5,00045,000. If this threshold is reached, Seller and the Shareholders may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim 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 indemnification claims under Section 14 14(a)(i) shall be the Purchase Price$450,000. 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 indemnification claim under Sections Section 13(a)(ii) or (iii) or to Seller’s or a Shareholder’s assertion of an Indemnification Claim indemnification claim under Sections or 14(a)(ii) or (iii).

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 $5,0005,000.00. 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, unless insurance coverage applies that provides additional coverage amounts. 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 Shareholder shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,0005,000.00. If this threshold is reached, Seller and the Shareholders Shareholder 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 Shareholder may assert Indemnification Claims under Section 14 shall be the Purchase Price, unless insurance coverage applies that provides additional coverage amounts. 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 TJC’s assertion of an Indemnification Claim indemnification claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,00015,000. If this threshold is reached, TJC may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims indemnification claims under Section 13 shall be the Purchase Price$419,250. 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 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 $5,00015,000. If this threshold is reached, Seller and the Shareholders may assert an Indemnification Claim indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim indemnification claim under Section 13(a)(i14(a)(i) without regard to any threshold. The maximum aggregate amount for which Seller and/or the Shareholders may assert Indemnification Claims indemnification claims under Section 14 shall be the Purchase Price$419,250. 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 indemnification claim under Sections 13(a)(ii) or (iii) or to Seller’s or a Shareholder’s assertion of an Indemnification Claim indemnification claim under Sections 14(a)(ii) or (iii).