Common use of Threshold/Limitations Clause in Contracts

Threshold/Limitations. (a) Subject to Section 9.6(b), the Company Stockholders and the Parent Indemnitees shall not be required to make any indemnification payment pursuant to Section 9.2 and Section 9.3, respectively, 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 Parent Indemnitees or Company Stockholders, as applicable, or to which any one or more of the Parent Indemnitees or Company Stockholders, as applicable, has or have otherwise become subject, exceeds $100,000 in the aggregate. If the total amount of such Damages exceeds $100,000, then the Parent Indemnitees or Company Stockholders, as applicable, shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Damages, including the initial $100,000. (b) The limitations that are set forth in Section 9.6(a) shall not apply: (i) in the case of fraudulent or intentional misrepresentation; (ii) to any inaccuracies in any of the amounts set forth in the Closing Payment Schedule; (iii) to any breach of the representation and warranty set forth in Section 3.15(g); or (iv) to indemnification pursuant to Sections 9.2(a)(iii), 9.2(a)(v) and 9.2(a)(vi).