Indemnification Basket. Any of the foregoing notwithstanding, no party will have any right to indemnification unless and until the aggregate damages indemnifiable by the indemnifying party exceed One Hundred Fifty Thousand Dollars ($150,000.00) and thereafter will be entitled to the full extent of the damages including the first One Hundred Fifty Thousand Dollars ($150,000.00).
Indemnification Basket. MEI shall not be obligated to indemnify the Investor Indemnitees pursuant to this Article 12 for any Damages resulting from any breaches of representations and warranties in this Agreement (which breaches and resulting Damages shall be determined, solely for the purposes of this Section 12.3 as though any materiality limitations in such representations and warranties did not exist), unless (i) the Damages arising from any such breach or series of related breaches and incurred by the Investor Indemnitees exceeds $35,000 only in which such case shall such Damages be counted towards the Threshold, and (ii) the aggregate of all such Damages counted towards the Threshold and incurred by the Investor Indemnitees exceeds $1,000,000 (the "Threshold"), in which event MEI shall be liable for all Damages in excess of the Threshold claimed by the Investor Indemnitees; provided, however, that Damages recoverable by the Investor Indemnitees for breaches of the representations and warranties contained in Sections 2.1 (other than subsection 2.1(c)(2)), 2.2 (other than subsection 2.2(a)(3)), 2.6 and 2.14 shall not be subject to the Threshold and shall be paid by MEI in their entirety. Notwithstanding the foregoing, the Threshold shall not be available for any wilful breach of any representation or warranty.
Indemnification Basket. No party shall have any liability hereunder for Indemnified Losses after Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnified Losses for which the Selling Shareholder and the Company as a group or the Purchaser, as applicable, are responsible under this Agreement exceeds Ten Thousand Dollars ($10,000)(the “Basket”); provided that once this Basket amount is exceeded for the Selling Shareholder and the Company as a group or the Purchaser, as applicable, the responsible party or parties shall be responsible for all Indemnified Losses, from the first dollar as if such Basket never existed; and further provided that this the 6.5.2 shall not limit in any respect indemnity claims: (i) based upon fraud, intentional breach or misrepresentation; (ii) arising from a breach by the Indemnitor of any covenant contained in Sections 2.2 and 2.3 hereof; or (iii) arising from a breach by Selling Shareholder of any representation or warranty contained in Section 3.2 hereto.
Indemnification Basket. No indemnification payment by a indemnifying party with respect to any indemnifiable Losses payable under this Section 8.2 shall be payable until such time as the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds US$10,000 (the “Basket Amount”), after which time such Indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VIII.
Indemnification Basket. Notwithstanding the other provisions of this Section 7, the Company shall have liability to any Purchaser Entity with respect to any claims under this Agreement only if the sum of the Purchaser Entities' Losses related to such breaches exceed $250,000 in the aggregate (the "Basket"), after which the Purchaser Entities shall be fully indemnified for all such Losses, including the amount of the Basket. Notwithstanding the foregoing, the Basket shall not apply to, and the Purchaser Entities shall be entitled to indemnification without regard to satisfaction of the Basket with respect to claims for gross negligence, willful misconduct or fraud.
Indemnification Basket. In seeking indemnification for Damages under this ARTICLE VIII, the Buyer Indemnified Parties shall make no Claim against the Escrow Fund for Damages unless and until the cumulative aggregate of such Claims exceeds $150,000 (the “Basket Amount”), after which the Buyer Indemnified Parties shall be entitled to seek indemnification for all such Claims, provided, however, that Claims in respect of any breach of the representations and warranties set forth in Section 2.15 and Section 4.5, the obligations of the Partners under Section 1.8 and the obligations of DWHP under Section 7.6 shall not be subject to the Basket Amount limitation, and such Claims shall not count toward satisfaction of the Basket Amount for purposes of other Claims for recovery of Damages. Buyer’s sole remedy in respect of Claims for indemnification, except as otherwise set forth herein, shall be limited to the Escrow Fund.
Indemnification Basket. No duty of indemnification shall arise under Section 14 of this Agreement unless and until the amount of Damages of the Indemnified Party exceeds one percent (1%) of the aggregate Stock Purchase Consideration and then such liability shall be limited to Damages in aggregate in excess of one percent (1%) of the aggregate Stock Purchase Consideration.
Indemnification Basket. The provisions for indemnity contained in Section 10.1 shall become effective only in the event that the aggregate amount of all indemnifiable damages for which the Shareholder Indemnitors are liable under this Article XI exceeds $500,000 (the "INDEMNIFICATION BASKET"); PROVIDED, HOWEVER, that in the event the indemnification damages for which the Shareholders are liable exceed the Indemnification Basket, the Shareholder Indemnitors shall be responsible for the entire amount of all such damages, consistent with Section 10.1 hereof; and PROVIDED, FURTHER, that the foregoing limitation shall not apply in respect of the indemnification obligations described in clause (3) of Section 10.2. For purposes of determining whether the Indemnification Basket has been satisfied with respect to any breach of the representations and warranties contained in Article IV hereof that are qualified by the phrase "Company Material Adverse Effect," any such representation or warranty so qualified shall be deemed breached if it is untrue or incorrect, regardless of whether such breach would or could have a Company Material Adverse Effect. For the purposes of determining individual or aggregate Damages, the amount of each claim shall be deemed to be an amount (i) net of any insurance proceeds and any indemnity contribution or other similar payment recoverable by the Indemnified Party or any Affiliate from any third party with respect thereto, (ii) net of any reserves provided for the specific item in question on the December Balance Sheet and (iii) net of any refund, credit or other reduction in otherwise required Tax payments of the Indemnified Party of any Affiliate thereof for the taxable period in which the indemnity payment is mad, or (by reason of a carryback) any taxable period prior to the date of such indemnity payment, which is attributable to or arising out of such payment; provided, however, that the determination of any refund, credit or other reduction in otherwise required Tax payments pursuant to this clause (iii) shall be determined by the Parent in its sole and absolute discretion.
Indemnification Basket. (a) The provisions for indemnity contained in Section 9.1(a)(i) shall become effective only in the event that the aggregate amount of all Agreed Claims for which Seller, and Xxxxxxxxx are liable under this Article IX exceeds in the aggregate $500,000 (the “Indemnification Basket”), and then only for the amount by which such Agreed Claims exceed the Indemnification Basket; provided, however, that once Agreed Claims with respect to indemnification from and against Damages arising, directly or indirectly, from or in connection with any inaccuracy in any of the warranties or representations of Seller contained in Section 2.7 (Taxes) or any inaccuracy in any of the warranties or representations of the Company in Section 3.11 (Taxes) or Section 9.1(a)(iii) exceed the Indemnification Basket, Purchaser shall be entitled to indemnification for such Agreed Claims for the aggregate amount of all such Agreed Claims, regardless of the Indemnification Basket, and provided, further, that the Indemnification Basket shall not apply to any claim for indemnification from and against Damages arising, directly or indirectly, from or in connection with: (i) any inaccuracy in any of the warranties or representations of Seller contained in Sections 2.1 (Title), 2.2 (Organization and Authority), 2.3 (Capitalization), 2.4 (No Conflict; Consent), 2.5 (Validity and Enforceability), 2.6 (No Other Activities), (ii) any inaccuracy in any of the warranties or representations of the Company in Sections 3.1 (Organization), 3.2 (Capitalization), 3.3 (Authorization) or 3.4 (No Conflict; Consent), or (iii) any fraud or intentional misrepresentation by the Indemnitor.
Indemnification Basket. Notwithstanding anything contained herein, neither party shall be entitled to indemnification for any breach of a representation or warranty hereunder unless the aggregate of all amounts to which such party shall be entitled hereunder exceeds Twenty-Five Thousand Dollars ($25,000), in which case such party shall be entitled to an amount by which its damages exceed such amount.
