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. (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. 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 Ten Thousand Dollars ($10,000) (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 Option Consideration (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 Optionee, ATS, Provider or Principals. The indemnification obligations of Provider shall be applied in the order described in Section 3.2(a)(3)(i) hereof.
Threshold and Cap. The Participating Stockholders shall not be required to provide indemnification pursuant to this Article IX unless and until the cumulative amount of all Losses suffered by any or all of the Parent Indemnified Parties exceeds $200,000 (the “Stockholder Threshold Amount”), after which point the Participating Stockholders shall be obligated to indemnify the Parent Indemnified Parties for all Losses but only to the extent such Losses exceed the Stockholder Threshold Amount. Except as otherwise provided herein, the aggregate liability of the Participating Stockholders for any Losses shall not exceed $7,500,000 (the “Stockholder Cap”).
Threshold and Cap. Parent shall not be required to provide indemnification pursuant to this Article VIII unless and until the cumulative amount of all Losses suffered by any or all of the Stockholder Indemnified Parties exceeds $200,000 (the “Parent Threshold Amount”), after which point Parent shall be obligated to indemnify the Stockholder Indemnified Parties for all Losses but only to the extent such Losses exceed the Parent Threshold Amount. Except as otherwise provided herein, the aggregate liability of Parent, BV Sub and Merger Sub for any Losses shall not exceed $7,500,000 (the “Parent Cap”). Notwithstanding the foregoing, neither the Parent Threshold Amount limitation nor the Parent Cap set forth in this Section 9.5 shall apply to claims for indemnification for Losses arising in respect of (i) any breach of any of the representations and warranties in Sections 4.1 and 4.2 (including the related sections of the Parent Disclosure Letter), (ii) any breach of any representation and warranty set forth in Article IV (including the Parent Disclosure Letter) of which Parent, BV Sub or Merger Sub had Knowledge as of the date on which such representation and warranty was made, or (iii) claims made pursuant to Section 9.4(b).
Threshold and Cap. No Indemnifying Party shall have any obligation to indemnify the Indemnified Party from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Indemnifying Party until the Indemnified Party has suffered Losses by reason of all such breaches in excess of two hundred fifty thousand dollars ($250,000) in the aggregate (the “Deductible”), after which point the Indemnifying Party will be obligated only to indemnify the Indemnified Party from and against any Losses above the Deductible. Furthermore, the aggregate dollar amount of all payments that any Indemnifying Party shall be obligated to make to the Indemnified Party with respect to Losses arising out of or related to any breach of any representation or warranty in this Agreement (excluding, for this purpose, any Stockholder Support Agreement) or the failure of any representation or warranty in this Agreement (excluding, for this purpose, any Stockholder Support Agreement) to be true, shall not exceed the amount then currently in the Escrow Account.
Threshold and Cap. Notwithstanding any other provision of this Agreement:
