Common use of Threshold; Ceiling Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger and Reorganization (Eloquent Inc)

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Threshold; Ceiling. (a) The Designated Shareholders Purchaser shall not be required to make any indemnification payment pursuant to Section 9.2(a) 11.2 for any inaccuracy in or breach of any of their the representations and warranties set forth in Section 2 3 until such time as the total amount of all Damages (including the Damages amages 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 Seller Indemnitees, or to which any one or more of the Seller Indemnitees has or have otherwise become subject, exceeds fifty thousand dollars ($50,000) 200,000 in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000), 200,000 then a deductible of $100,000 shall apply and the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for all the amount of such Damagesdamages exceeding $100,000.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asyst Technologies Inc /Ca/)

Threshold; Ceiling. (a) The Designated Shareholders Seller shall not be required to make any indemnification payment pursuant to Section 9.2(a10.2(a) for any inaccuracy in or breach of any of their the 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) 200,000 in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000), 200,000 then a deductible of $100,000 shall apply and the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed only for all the amount of such Damagesdamages exceeding $100,000.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asyst Technologies Inc /Ca/)

Threshold; Ceiling. (a) The Designated Company 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 the 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) 800,000 in the aggregate. If the total amount of such Damages exceeds fifty thousand dollars ($50,000)800,000, 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 Excluded Expenses.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc)

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Threshold; Ceiling. (a) The Designated Shareholders Principal Stockholders 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) 100,000 in the aggregate. (If the total amount of such Damages exceeds fifty thousand dollars ($50,000)100,000, then the Indemnitees 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Digital River Inc /De)

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