Common use of Threshold Limitation Clause in Contracts

Threshold Limitation. Except with respect to claims for breaches of Fundamental Representations (as to which the limitations in this Section 6.5(b) shall not apply), an Indemnified Party shall not be entitled to indemnification under Section 6.1(a) for breaches of representations and/or warranties unless the aggregate of the Indemnifying Party’s indemnification obligations under this Article 6 for breaches of representations and/or warranties (but for this Section 6.5(b)) exceeds One Hundred Twenty Five Thousand Dollars ($125,000) (the “Basket”); at which point the Indemnifying Party shall satisfy all such indemnification obligations minus 50% of the Basket; provided, however, that the Indemnifying Party and its Affiliates in any event shall have no liability hereunder to an Indemnified Party and its Affiliates for any Claims under Section 6.1(a) for breaches of representations and/or warranties that individually total less than Five Thousand Dollars ($5,000) (“De Minimis Losses”), provided, further, however, that all De Minimis Losses shall count towards the Basket, and, upon exceeding the Basket, the Indemnifying Party shall be responsible for such Basket (including the De Minimis Losses counted therein) in accordance with and subject to the limitations set forth in this Article 6.

Threshold Limitation. Except with respect to claims for breaches of Fundamental Representations (as to which the limitations limitation in this Section 6.5(b) shall not apply), an Indemnified Party shall not be entitled to indemnification under Section 6.1(a) this Article 6 for Losses arising from breaches of representations and/or warranties unless the aggregate of the Indemnifying Party’s indemnification obligations under this Article 6 for Losses arising from breaches of representations and/or warranties (but for this Section 6.5(b)) exceeds One Five Hundred Twenty Five Thousand Dollars ($125,000500,000) (the “BasketThreshold Amount”); at which point ) and in such event, the Indemnifying Indemnified Party shall satisfy be entitled to indemnification in full for all breaches of representations and/or warranties in excess of such indemnification obligations Threshold Amount minus 50% of the BasketThreshold Amount; provided, however, that in calculating such Threshold Amount any Losses that individually total less than Five Thousand Dollars ($5,000) (“De Minimis Losses”) shall be excluded in their entirety and the Indemnifying Party and its Affiliates in any event shall have no liability hereunder to an Indemnified Party and its Affiliates for any Claims under Section 6.1(a) for breaches of representations and/or warranties that individually total less than Five Thousand Dollars ($5,000) (“such De Minimis Losses”), provided, further, however, that all De Minimis Losses shall count towards the Basket, and, upon exceeding the Basket, the Indemnifying Party shall be responsible for such Basket (including the De Minimis Losses counted therein) in accordance with and subject to the limitations set forth in this Article 6.