Common use of Threshold/Limitations Clause in Contracts

Threshold/Limitations. (a) Subject to Section 10.3(b), the Cypress Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(a)(i) (and under Section 10.2(a)(v) with respect to a Legal Proceeding relating to a claim under Section 10.2(a)(i)), 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 Cypress Indemnitees, or to which any one or more of the Cypress Indemnitees has or have otherwise become subject, exceeds $10,000 in the aggregate (the “Threshold”). If the total amount of such Damages exceeds the Threshold, then the Cypress Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Threshold. (b) The limitations that are set forth in Section 10.3(a) shall not apply in the case of fraud or intentional misrepresentation. (c) Subject to Section 10.3(d), the Cellatope Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(c)(i) (and under Section 10.2(c)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(c)(i)), 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 Cellatope Indemnitees, or to which any one or more of the Cellatope Indemnitees has or have otherwise become subject, exceeds the Threshold. If the total amount of such Damages exceeds the Threshold, then the Cellatope Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Threshold, provided, however, that, notwithstanding the foregoing, the maximum aggregate liability of Cypress to the Cellatope Indemnitees for Damages under Section 10.2(c) shall equal ten percent of the Closing Consideration, Milestone Consideration and Annual Payments required to be paid to Cellatope pursuant to Section 2 of this Agreement at any time, and Cypress shall have no obligation under Section 10.2(c) to indemnify the Cellatope Indemnitees for Damages in excess of such amount. (d) The limitations set forth in Section 10.3(c) shall not apply in the case of fraud or intentional misrepresentation.

Threshold/Limitations. (a) Subject to Section 10.3(b), the Cypress Parent Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(a)(i) (and under Section 10.2(a)(v10.2(a)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(a)(i)), 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 Cypress Parent Indemnitees, or to which any one or more of the Cypress Parent Indemnitees has or have otherwise become subject, exceeds $10,000 100,000 in the aggregate (the “ThresholdDeductible”). If the total amount of such Damages exceeds the ThresholdDeductible, then the Cypress Indemnitees Parent Indemnitees, shall be entitled to be indemnified against and compensated and reimbursed for only the full amount of such Damages, including Damages that exceed the amount of the ThresholdDeductible. (b) The limitations that are set forth in Section 10.3(a) shall not apply apply: (i) in the case of fraud or intentional and willful misrepresentation; or (ii) to any inaccuracies in any of the amounts set forth in the Merger Consideration Spreadsheet. (c) Subject to Section 10.3(d), in the Cellatope Indemnitees event the Shareholders’ Representatives on behalf of the Company Shareholders or any of the Company Shareholders or their Affiliates, Representatives or successors and assigns directly or indirectly suffers or incurs or otherwise becomes subject to Damages arising from or as a result of, or directly or indirectly connected with, any inaccuracy in or breach or (in the case of a third-party claim that, if determined in favor of the applicable third party, would result in a breach) alleged breach of any representation or warranty of Parent set forth in this Agreement, or the certificate delivered by Parent pursuant to Section 8.3(a) (without giving effect, in each case other than the certificate of Parent delivered pursuant to Section 8.3, to any information provided by Parent pursuant to Section 5.3), or with respect to any Legal Proceeding relating thereto, Parent shall not be entitled required to reimburse or otherwise pay any indemnification payment pursuant to Section 10.2(c)(i) (and under Section 10.2(c)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(c)(i)), of such Persons for any of such Damages until such time as the total amount of all such Damages that have been directly or indirectly suffered or incurred by any one or more of exceeds, in the Cellatope Indemniteesaggregate, or to which any one or more of the Cellatope Indemnitees has or have otherwise become subject, exceeds the ThresholdDeductible. If the total amount of such Damages exceeds the ThresholdDeductible, then then, to the Cellatope Indemnitees extent Parent is found liable, Parent shall be entitled to be indemnified against and compensated and reimbursed reimburse or otherwise pay for only the full amount of such Damages, including Damages that exceed the amount of the Threshold, provided, however, that, notwithstanding the foregoing, the maximum aggregate liability of Cypress to the Cellatope Indemnitees for Damages under Section 10.2(c) shall equal ten percent of the Closing Consideration, Milestone Consideration and Annual Payments required to be paid to Cellatope pursuant to Section 2 of this Agreement at any time, and Cypress shall have no obligation under Section 10.2(c) to indemnify the Cellatope Indemnitees for Damages in excess of such amountDeductible. (d) The limitations set forth in Section 10.3(c) shall not apply in the case of fraud or intentional and willful misrepresentation.

Threshold/Limitations. (a) Subject to Section 10.3(b), the Cypress Indemnitees Seller shall not be entitled obligated hereunder to any indemnification payment pursuant to Section 10.2(a)(i) (and under Section 10.2(a)(v) indemnify Buyer with respect to a Legal Proceeding relating any Losses as to a claim which Buyer is otherwise entitled to indemnification under Section 10.2(a)(i)this Agreement unless and until the aggregate amount of indemnification so asserted exceeds $200,000.00 (the "Threshold"), 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 Cypress Indemnitees, or to which any one or more of the Cypress Indemnitees has or have otherwise become subject, exceeds $10,000 in the aggregate (the “Threshold”). If the total amount of such Damages exceeds the Threshold, then the Cypress Indemnitees and thereafter Buyer shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount indemnity from Seller hereunder only with respect to any amounts in excess of the Threshold. Notwithstanding anything in this Agreement to the contrary, Seller's maximum aggregate obligation to Buyer pursuant to Section 9.2 shall not exceed $10,000,000 (the "Indemnity Cap"). (b) The limitations that are set forth in Section 10.3(a) Buyer shall not apply be obligated hereunder to indemnify Seller with respect to any Losses as to which Seller is otherwise entitled to indemnification under this Agreement unless and until the aggregate amount of indemnification so asserted exceeds the Threshold, and thereafter Seller shall be entitled to indemnity from Buyer hereunder only with respect to any amounts in excess of the case of fraud or intentional misrepresentationThreshold. Notwithstanding anything in this Agreement to the contrary, Buyer's maximum aggregate obligation to Seller pursuant to Section 9.3 shall not exceed the Indemnity Cap. (c) Subject to The liability of any indemnifying party under this Section 10.3(d)9 shall be offset dollar for dollar by: (i) any insurance proceeds received or recoverable by the indemnified party after the Closing in respect of the Losses involved; (ii) any other recovery made or recoverable by the indemnified party from any third party on account of the Losses involved; and (iii) any Tax benefit realizable by the indemnified party or any affiliate thereof on account of the item of Losses involved, the Cellatope Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(c)(i) (and under Section 10.2(c)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(c)(i)), until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred offset by any one or more Tax cost attributable to recovery of the Cellatope Indemnitees, or to which any one or more of the Cellatope Indemnitees has or have otherwise become subject, exceeds the Threshold. If the total amount of such Damages exceeds the Threshold, then the Cellatope Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Threshold, provided, however, that, notwithstanding the foregoing, the maximum aggregate liability of Cypress to the Cellatope Indemnitees for Damages under Section 10.2(c) shall equal ten percent of the Closing Consideration, Milestone Consideration and Annual Payments required to be paid to Cellatope pursuant to Section 2 of this Agreement at any time, and Cypress shall have no obligation under Section 10.2(c) to indemnify the Cellatope Indemnitees for Damages in excess of such amount. (d) The limitations set forth in Section 10.3(c) shall not apply in the case of fraud or intentional misrepresentation.

Threshold/Limitations. (a) Subject to Section 10.3(b), the Cypress Parent Indemnitees shall not be entitled to any indemnification payment pursuant to Section 10.2(a)(i) (and under Section 10.2(a)(v10.2(a)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(a)(i)), 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 Cypress Parent Indemnitees, or to which any one or more of the Cypress Parent Indemnitees has or have otherwise become subject, exceeds $10,000 250,000 in the aggregate (the “ThresholdBasket”). If the total amount of such Damages exceeds the ThresholdBasket, then the Cypress Parent Indemnitees shall shall, subject to the other limitations contained herein, be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the ThresholdBasket. (b) The limitations that are set forth in Section 10.3(a) shall not apply apply: (i) in the case of actual fraud or intentional misrepresentationmisrepresentation made with the intent of inducing Parent to enter into this Agreement and upon which Parent has relied; (ii) to any inaccuracies in or omissions from any of the amounts set forth in the Merger Consideration Spreadsheet delivered pursuant to Section 2.13(c) or any Damages resulting from a breach of the representation in Section 3.28; or (iii) to the amounts of any Company Indebtedness that was not considered or included in the calculation of the Closing Consideration. (c) Subject to Section 10.3(d), in the Cellatope Indemnitees event the Stockholders’ Representative on behalf of the Company Stockholders or any of the Company Stockholders or their Affiliates, Representatives or successors and assigns directly or indirectly suffers or incurs or otherwise becomes subject to Damages arising from or as a result of, or directly or indirectly connected with, any inaccuracy in or breach or (solely in the case of a third-party claim that, if determined in favor of the applicable third party, would result in a breach) alleged breach of any representation or warranty of Parent set forth in this Agreement, or the certificate delivered by Parent pursuant to Section 8.3(a) (without giving effect, in each case, to any information provided by Parent pursuant to Section 5.3), or with respect to any Legal Proceeding relating thereto, Parent shall not be entitled required to reimburse or otherwise pay any indemnification payment pursuant to Section 10.2(c)(i) (and under Section 10.2(c)(iv) with respect to a Legal Proceeding relating to a claim under Section 10.2(c)(i)), of such Persons for any of such Damages until such time as the total amount of all such Damages that have been directly or indirectly suffered or incurred by any one or more of exceeds, in the Cellatope Indemniteesaggregate, or to which any one or more of the Cellatope Indemnitees has or have otherwise become subject, exceeds the ThresholdBasket. If the total amount of such Damages exceeds the ThresholdBasket, then then, to the Cellatope Indemnitees shall be entitled extent Parent is found liable, Parent shall, subject to be indemnified against and compensated and reimbursed the other limitations contained herein, reimburse or otherwise pay for the full amount of such Damages, including the amount of the Threshold, provided, however, that, notwithstanding the foregoing, the maximum aggregate liability of Cypress to the Cellatope Indemnitees for Damages under Section 10.2(c) shall equal ten percent of the Closing Consideration, Milestone Consideration and Annual Payments required to be paid to Cellatope pursuant to Section 2 of this Agreement at any time, and Cypress shall have no obligation under Section 10.2(c) to indemnify the Cellatope Indemnitees for Damages in excess of such amountBasket. (d) The limitations set forth in Section 10.3(c) shall not apply in the case of actual fraud or intentional misrepresentationmisrepresentation made with the intent of inducing the Company to enter into this Agreement and upon which the Company has relied.