Common use of Threshold for the Stockholders Clause in Contracts

Threshold for the Stockholders. With respect to ------------------------------ representations and warranties, the Stockholders of any Company shall not have any liability pursuant to Section 9.1(a) hereof unless and until and only to the -------------- extent that the aggregate amount of Losses accrued pursuant to Section 9.1(a) ------------- exceeds 1% of the aggregate of the Stockholder's Note and Stock Purchase Consideration for all stockholders or members of such Company; provided, however, that this threshold shall not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 and -------------- ----- --- 5.1.8 as it relates to the representation and warranty of the Companies set ----- forth in Sections 4.8(b) and 4.16, and the Stockholders shall indemnify the --------------- ---- CenterPoint Indemnified Parties for any Losses accruing thereunder in accordance with this Article IX without regard to such threshold. ----------

Threshold for the Stockholders. With respect to representations ------------------------------ representations and warranties, the Stockholders of any Company shall not have any liability pursuant to Section 9.1(a) hereof unless and until and only to the -------------- extent that the -------------- aggregate amount of Losses accrued pursuant to Section 9.1(a) ------------- exceeds 1% of the aggregate of the Stockholder's Note and Stock -------------- Aggregate Basic Purchase Consideration for all stockholders or members of such CompanyConsideration; provided, however, that this threshold shall not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 5.2, and -------------- ----- --- -------------------------- 5.1.8 as it relates to the representation and warranty of the Companies Company set ----- forth in Sections 4.8(b) and Section 4.16, and ------------ the Stockholders shall indemnify the --------------- ---- CenterPoint Indemnified Parties for any Losses accruing thereunder in accordance with this Article IX without ---------- regard to such threshold. ----------.

Threshold for the Stockholders. With respect to representations ------------------------------ representations and warranties, the Stockholders of any Company shall not have any liability pursuant to Section 9.1(a) hereof unless and until and only to the -------------- extent that the -------------- aggregate amount of Losses accrued pursuant to Section 9.1(a) ------------- exceeds 1% of the ------------- aggregate of the Stockholder's Note and Stock Basic Purchase Consideration for all stockholders or members of such CompanyConsideration; provided, however, that this -------- ------- threshold shall not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 and -------------- ----- --- 5.1.8 as it relates to the representation and warranty of the Companies Company set ----- forth in Sections 4.8(b) and Section 4.16, and the Stockholders shall indemnify the --------------- ---- CenterPoint ------------ Indemnified Parties for any Losses accruing thereunder in accordance with this Article IX without regard to such threshold. ----------

Threshold for the Stockholders. With respect to ------------------------------ representations and warranties, the Stockholders of any Company Members shall not have any liability pursuant to Section 9.1(a) hereof unless and until and only to the extent -------------- extent that the aggregate amount of Losses accrued pursuant to Section 9.1(a) ------------- -------------- exceeds 1% of the aggregate of the Stockholder's Note and Stock Basic Purchase Consideration for all stockholders or members of such CompanyConsideration; provided, however, -------- ------- that this threshold shall not apply to Losses arising out of breaches of representations or warranties contained in Sections 5.1.1, 5.1.2, 5.2 and -------------- ----- --- 5.1.8 as it relates to the representation representations and warranty warranties of the Companies Seller and ----- the Company set ----- forth in Sections 4.8(b) and Section 4.16, and the Stockholders Members shall indemnify the --------------- ---- ------------ CenterPoint Indemnified Parties for any Losses accruing thereunder in accordance with this Article IX without regard to such threshold. ----------