THRESHOLD; CEILING. The Designated Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Section 2 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $25,000 in the aggregate. (If the total amount of such Damages exceeds $25,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the aggregate amount of Damages, including the initial $25,000.)
THRESHOLD; CEILING. (a) The Designated Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Section 2 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds fifty thousand dollars ($50,000) in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000), then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all such Damages.
THRESHOLD; CEILING. PROVIDENCE, or UAC shall not be required to make any indemnification payment pursuant to Section 8.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Sections 2 and 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by the other party, exceeds $100,000 in the aggregate. (If the total amount of such Damages exceeds $100,000, then the Indemnitee shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages, including claims for Damages included in the initial $100,000.
THRESHOLD; CEILING. (a) Horn shall not be required to make any indemnification payment pursuant to Section 7.2(a) for any inaccuracy in or breach of any of the representations and warranties set forth in Section 2 (other than the representations and warranties set forth in Section 2.14) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $100,000 in the aggregate. If the total amount of such Damages exceeds $100,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for the portion of such Damages exceeding $50,000. Parent shall not be required to make any indemnification payment pursuant to Section 7.3 for any inaccuracy in or breach of any of their representations and warranties set forth in Section 4 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Shareholder Indemnitees, or to which any one or more of the Shareholder Indemnitees has or have otherwise become subject, exceeds $100,000 in the aggregate. If the total amount of such Damages exceeds $100,000, then the Shareholder Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for the portion of such Damages exceeding $50,000.
THRESHOLD; CEILING. (i) Except for claims related to ownership of the Shares, no indemnification payment shall be required to be made pursuant to this Section 8 until such time as the total amount of all claims exceeds $30,000 in the aggregate. (If the total amount of such claims exceed $30,000, then the Indemnified Party shall be entitled to be indemnified against and compensated and reimbursed for the total amount of such claims and not only for the portion of such claims exceeding $30,000.)
THRESHOLD; CEILING. (i) PBT shall not have the right to claw back any PBT Shares pursuant to Section 14(e) for any inaccuracy in any of WinWin’s representations and warranties set forth in Section 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy and all other Damages arising from any other inaccuracies in any WinWin representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the WinWin Indemnitees, or to which any one or more of the WinWin Indemnitees has or have otherwise become subject, exceeds $50,000 in the aggregate. (If the total amount of such Damages exceeds $50,000, then the WinWin Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all such Damages.)
THRESHOLD; CEILING. (a) The Company Shareholders shall not be required to make any indemnification payment pursuant to Section 9.2(a) until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $150,000 in the aggregate. If the total amount of such Damages exceeds $150,000, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages. The provisions of this Section 9.3(a) shall not apply to any claims made by any Indemnitee regarding reimbursement of costs incurred in connection with (i) Excluded Expenses and (ii) the termination of any Company employee prior to the Effective Time.
THRESHOLD; CEILING. (a) Notwithstanding anything to the contrary in this Section 8, no amount shall be payable to Seller in indemnification, unless the Damages exceed seventy five thousand dollars ($75,000) in the aggregate. In the event the aggregate amount of such Damages exceeds seventy five thousand dollars ($75,000), then Buyer shall be liable for the amount of such Damages exceeding, but not including, the initial seventy five thousand dollars ($75,000). This Section 8.3(a) shall not apply to any breach of the representation in Section 2.5(d) relating to Seller's Joint Marketing Agreement with Broadbase, Inc.
THRESHOLD; CEILING. (a) Subject to Section 12.6(c), Purchaser and Merger Sub shall not be required to make any indemnification payment pursuant to Section 12.5 until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by any one or more of the Stockholder Indemnitees, or to which any one or more of the Stockholder Indemnitees has or have otherwise become subject, exceeds $650,000 in the aggregate. At such time as the total amount of such Damages exceeds $650,000 in the aggregate, the Stockholder Indemnitees shall be entitled to be indemnified (on the terms stated in this Section 12) only against the portion of such Damages exceeding $650,000.
THRESHOLD; CEILING. (A) OAK BROOK or PVAXX shall not be required to make any indemnification payment pursuant to Section 8.2(a) for any inaccuracy in or breach of any of their representations and warranties set forth in Sections 2 and 3 until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by the other party, exceeds $100,000 in the aggregate. (If the total amount of such Damages exceeds $100,000, then the Indemnitee shall be entitled to be indemnified against and compensated and reimbursed for all of such Damages, including claims for Damages included in the initial $100,000.
