Indemnity Threshold. Neither Seller nor Buyer shall have any liability for Claims under the indemnity provided in this Article 9 until the aggregate of all Claims suffered by Seller or Buyer, respectively, exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000.00), and then only to the extent of such excess.
Indemnity Threshold. Except as otherwise provided in the ------------------- immediately following sentence, no Indemnified Party shall seek, or be entitled to, indemnification from the Company, Stockholders, Sub or Parent pursuant to Section 8.2 until the aggregate amount of Damages incurred or suffered by all Indemnified Parties under such section exceeds $50,000 (the "Indemnity Threshold"), and once the Indemnified Parties have incurred or suffered aggregate Damages exceeding the Indemnity Threshold, the Indemnified Parties shall be entitled to indemnity for the entire amount of all Indemnity Claims. Notwithstanding the foregoing, Damages incurred or suffered by the Indemnified Party in connection with: (i) the Net Worth True-Up (Section 2.6), (ii) inaccuracies in the representations and warranties set forth in the Surviving Representations (Sections 3.1, 3.2, 3.3, 3.9, 3.12 and 3.20), or (iii) Section 6.20 (Stockholder Guarantees), and any breach of the covenants and agreements of the Company and the Stockholders contained herein shall be recoverable regardless of whether the Indemnity Threshold has been exceeded.
Indemnity Threshold. Except as set forth in this Section 10.4, Seller will be obligated to indemnify an Indemnified Person only when the aggregate of all Damages suffered or incurred by all Indemnified Persons as to which a right of indemnification is provided under this Article X exceeds $500,000 (the "Indemnity Threshold"). After the aggregate of all such Damages exceeds the Indemnity Threshold, Seller will be obligated to indemnify all Indemnified Persons for all Damages in excess of the Indemnity Threshold suffered or incurred by an Indemnified Person as to which a right of indemnification is provided hereunder until such time as the aggregate amount of Damages suffered or incurred by all Indemnified Persons exceeds $15 million (the "Maximum Amount") after which time Seller's indemnification obligation will terminate. Notwithstandixx xxx xxxxx, the Indemnity Threshold and Maximum Amount limitations will not apply to the indemnification obligations of Seller pursuant to Sections 10.2(a) and (b) due to any Breach of the representations and warranties made by Seller in Section 2.22(e) and (f), and the payment of amounts by Seller pursuant to such Sections will not count toward the calculation of the Indemnity Threshold or Maximum Amount. Any indemnification provided by this Agreement is not to be deemed insurance (whether primary, excess or otherwise) for purposes of seeking reimbursement from any applicable insurance coverage. No Indemnified Person will be under any obligation to assert or pursue any right to seek payment from any other Person under any insurance policy, indemnification agreement, warranty or other similar right in satisfaction of or recovery for any claim relating to Damages, but will instead assign to Seller any such right. In the event that any Indemnified Person receives any payment from any other Person under any insurance policy, indemnification agreement, warranty or other similar right in satisfaction of or recovery for any claim relating to Damages with respect to which such Indemnified Person was indemnified by and received payment thereon from Seller, then such Indemnified Person will pay over to Seller, after deducting all costs and expenses incurred by such Indemnified Person in recouping such payment, the amount of such payment to the extent it represents a double recovery with respect to such Damages.
Indemnity Threshold. Section 8.3(c) Intellectual Property Rights.............................................. Section 3.12(a) Intellectual Property..................................................... Section 3.12(a) Interim Price Adjustment................................................... Section 2.6(a) IRS....................................................................... Section 3.22(a) Key Employees............................................................. Background, (D) Key Employees............................................................. Background, (D) Key Employee Agreement.................................................... Section 3.22(a) Liens................................................................... Section 3.9(b)(6) Lodestar...................................................................... Section 2.9 Merger.................................................................... Background, (A) Multiemployer Plan........................................................ Section 3.22(a) NASD.......................................................................... Section 4.5 OBCA.......................................................................... Section 2.1
Indemnity Threshold. With respect to any Damages to which Buyer may be entitled to indemnification under Section 9.1, Seller shall not be obligated to indemnify Buyer for Damages unless and until the accumulation of indemnifiable Losses or Damages exceed the sum of fifty thousand dollars ($50,000.00) (“Indemnity Threshold”), in which event Seller shall be required to pay or be liable for all such Damages that exceed the Indemnity Threshold. The limitations set forth in this Section 9.2(a) shall not apply to or limit the recoveries of the Buyer with respect to any willful misrepresentation or willful breach of warranty by the Seller, as set forth in Article 4 of this Agreement.
Indemnity Threshold. Except as provided in Section 7.3(a), no amount shall be payable by the Purchaser, on the one hand, or Seller Parties, on the other hand, under Section 7 unless and until the aggregate amount otherwise payable by Purchaser, on the one hand, or Seller Parties, on the other hand, under this Section 7 exceeds $50,000 (the “Indemnity Threshold”). At such time as the total aggregate amount payable by Purchaser, or the Seller Parties as the case may be, exceeds the Indemnity Threshold, the applicable Indemnitee(s) shall be entitled to be indemnified against the full amount of all damages that have been incurred or suffered by such Indemnitee(s) in connection with the transactions contemplated by this Agreement (and not merely the portion of such damages exceeding the Indemnity Threshold).
Indemnity Threshold. The Seller and Buyer shall not be obligated to pay any amounts for indemnification under Sections 7.2 and 7.3 until the aggregate amounts for indemnification equals Twenty Five Thousand United States Dollars (US $25,000) (the “Basket Amount”), whereupon the Indemnitee shall be entitled to claim only the excess of the amount of such Seller’s Losses or Buyer’s Losses, as applicable, over the Basket Amount.
Indemnity Threshold. Other than with respect to the Seller Fundamental Representations or in the case of fraud, Seller shall not have any liability for indemnification under Section 14.3(a)(3) until and unless the aggregate amount of all liability for Losses that exceed the De Minimis Threshold exceeds an amount equal to 3.0% of the unadjusted Purchase Price (“Indemnity Threshold”), after which point Buyer Indemnified Parties shall be entitled to claim Losses from the first dollar. Other than with respect to the Buyer Fundamental Representations or in the case of fraud, Buyer shall not have any liability for indemnification under Section 14.3(b)(3) until and unless the aggregate amount of all liability for Losses that exceed the De Minimis Threshold exceeds the Indemnity Threshold, after which point Seller Indemnified Parties shall be entitled to claim Losses from the first dollar.
Indemnity Threshold. No amounts of indemnity shall be payable in the case of a claim by a Purchaser Indemnitee under SECTION 8.2 if upon payment thereof the Purchaser Indemnitee shall have received payments from the Seller in respect of claims made under such Section equal to the Purchase Price.
Indemnity Threshold. The Purchaser Indemnitees shall not be entitled to recover under Section 7.2(a) until the total amount which the Purchaser Indemnitees would recover under Section 7.2(a), but for this Section 7.3(a), exceeds an amount equal to $100,000 (the “Indemnity Threshold”), after which the Purchaser Indemnitees shall be entitled to recover all Losses in excess of the Indemnity Threshold; provided, however, that the foregoing limitations shall not apply to recovery for any recovery under Section 7.2(a) for breaches of one or more of the Fundamental Representations. For purposes of calculating the amount of any Losses incurred in connection with any breach of a representation or warranty, any and all reference to “material” or “Material Adverse Effect” (or other correlative or similar terms) shall be disregarded.
