Threshold and Cap. (a) In respect of TJC’s assertion of an Indemnification Claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,000. If this threshold is reached, TJC may assert an Indemnification Claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert Indemnification Claims under Section 13 shall be the Purchase Price. No threshold or cap shall apply, however, in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
Threshold and Cap. (a) In respect of Fenix’s assertion of an Indemnification Claim under Section 10.1(a)(1), Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds 1.0% of the Purchase Price. If this threshold is reached, Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
Threshold and Cap. (a) In respect of F5 Finishes’ assertion of an Indemnification Claim under Section 10.1(a)(1), F5 Finishes shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $50,000. If this threshold is reached, F5 Finishes may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 10.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to (i) the breach of any Core Representation or (ii) any fraud or intentional misrepresentation.
Threshold and Cap. (a) In respect of Purchaser’s or Fenix’s assertion of an Indemnification Claim under Section 11.1(a)(1), Purchaser and Fenix shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds 1.0% of: (i) in the case of the acquisition of the Goldy Metals Assets, the aggregate Purchase Price paid pursuant to Section 2.1(5)(a); (ii) in the case of the acquisition of the Goldy Ottawa Assets, the aggregate Purchase Price paid pursuant to Section 2.1(5)(b); (iii) in the case of the acquisition of the EOL Assets, the aggregate Purchase Price paid pursuant to Section 2.1(5)(c) and (iv) in the case of the acquisition of the shares of Newco, the aggregate Purchase Price paid pursuant to Section 2.1(5)(d). If this threshold is reached, Purchaser or Fenix may assert an Indemnification Claim for the full amount of the Claim in excess of the threshold and may assert any subsequent Indemnification Claim under Section 11.1(a)(1) without regard to any threshold. No threshold shall apply, however, in the case of any Indemnifiable Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
Threshold and Cap. Sellers shall indemnify and hold harmless the Company, Purchaser and Parent with respect to any Loss suffered by the Company, Purchaser or Parent under Sections 13.1 if, and only if, such Loss together with the aggregate of all Losses theretofore incurred by the Purchaser or Parent under such Sections shall exceed Nine Hundred Thousand U.S. Dollars (US$900,000) (the “Threshold”), in which case Sellers shall be liable for the aggregate amount of all Losses suffered by the Purchaser or Parent, up to a maximum equal to the Escrow Amount; provided, however, any Losses suffered by Purchaser or Parent with respect to inaccuracy of the Projected Closing Balance Sheet as updated as of the Closing Date shall not be subject to such Threshold, but shall be subject to the threshold set forth in Section 2.3(g), and provided, further that any Losses suffered by the Purchaser or Parent with respect to fraud of the Company, or relating to Losses suffered as a result of breaches of the representations and warranties set forth in Sections 7.2, 7.24 and 7.26 shall be not be subject to the Threshold and shall be limited to the Purchase Price plus any Earn-Out actually paid to Sellers.
Threshold and Cap. PROTEC and the PROTEC Members shall not have any liability or obligation to PAYM, Xxxxxxxxx or the PAYM Representatives under Section 8.02(b) unless and until the amount of Losses accrued thereunder is equal to or greater than $50,000 (the “Indemnity Threshold”), in which even PROTEC and the PROTEC Members shall only be required to pay or be liable for all such Losses above the Indemnity Threshold.
Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third Party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed One Hundred Thousand Dollars ($100,000) (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that (x) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the inaccuracy of any Excepted Representations (and such Damages shall be disregarded in calculating whether a party has suffered Damages in excess of the Threshold), and (y) neither the Threshold nor the Cap shall apply to Damages resulting from, related to or arising out of the fraud, willful misconduct or gross negligence of Seller or Selling Shareholders. The indemnification obligations of Seller shall be applied in the order described in Section 7.2(b)(5)(ii) hereof.
Threshold and Cap. (a) In respect of TJC’s assertion of an indemnification claim under Section 13(a)(i), TJC shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $45,000. If this threshold is reached, TJC may assert an indemnification claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent indemnification claim under Section 13(a)(i) without regard to any threshold. The maximum aggregate amount for which TJC may assert indemnification claims under Section 13(a)(i) shall be $450,000. No threshold or cap shall apply, however, in the case of any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation.
Threshold and Cap. (a) Notwithstanding anything to the contrary in this Agreement, an Indemnifying Seller Party shall not be liable to or be obligated to reimburse, indemnify and hold harmless any of the Indemnified Buyer Parties until the aggregate amount of all Losses actually incurred or actually recognized by the Indemnified Buyer Parties and for which any Indemnified Buyer Party is entitled to receive reimbursement or be indemnified or held harmless under this Agreement ("Indemnified Buyer Losses") exceeds $250,000 (the "Threshold Amount"), and then the Indemnifying Seller Parties shall be liable to and be obligated to reimburse, indemnify and hold the Indemnified Buyer Parties harmless hereunder for all amounts including the Threshold Amount; provided that the Threshold Amount shall not apply to (i) any intentional or willful misrepresentations by Seller or Parent, any intentional or willful breaches of Section 3.1.1(h) or Section 3.1.1(i) by Seller or Parent or any breaches of any other covenants or agreements by Seller or Parent, (ii) indemnification pursuant to Section 5.1(a) with respect to any breach of Section 2.1.1 [authority], 2.1.2 [capitalization], 2.1.7 [taxes], 2.1.9(a) or (b) [title], 2.1.18 [ERISA], 2.1.19 [related party transactions] or 2.1.22 [options to acquire assets], or (iii) indemnification pursuant to Section 5.1(c) or Section 5.1(d) (in all cases under this subsection (iii), whether or not such indemnification would also be available under Section 5.1(a) or Section 5.1.(b)). Solely for purposes of determining whether the Threshold Amount has been exceeded hereunder, calculations of Indemnified Buyer Losses shall be made without regard to materiality qualifiers contained in the applicable representations and warranties in this Agreement. Notwithstanding any other provision of this Agreement to the contrary, Buyer acknowledges and agrees that the maximum aggregate liability of Indemnifying Seller Parties pursuant to this Article V to Indemnified Buyer Parties shall not exceed $25 million, provided however, that from and after the first anniversary of the Closing Date, such amount shall be reduced to the lesser of (i) $25 million, or (ii) the sum of $15 million, plus the amount of any claims paid by the Indemnifying Seller Parties prior to the first anniversary of the Closing Date and the amount of any then pending claims submitted in good faith for which the Indemnifying Seller Parties are ultimately responsible (the "Indemnification Cap"), and pro...
Threshold and Cap. No party shall have any liability for Damages (either as a result of any Direct Claim or any Third party Claim) resulting from any inaccuracy in any representation or warranty in this Agreement (i) unless and until the aggregate amount of all such Damages exceed $25,000 (the "Threshold"), and then only for the amount of Damages in excess of the Threshold, or (ii) in excess of a maximum aggregate amount of liability equal to the Purchase Price (the "Cap"); provided, however, that
