Minimum Claim. If any Claim or group of related Claims for indemnification by an Indemnified Party that is indemnifiable under Section 8.1 or Section 8.2 results in respective aggregate Losses to such Indemnified Party that do not exceed $250,000, such Losses shall not be deemed to be Losses under this Agreement, shall not be eligible for indemnification under this Article VIII and shall not be included in the calculations of limitation of Losses set forth in Section 8.3(c); provided, however, that no minimum claim amount shall apply with respect to (i) Losses arising out of the breach of any of the Fundamental Representations or the representations and warranties set forth in Section 3.18 (Taxes) or Section 4.11 (Taxes), (ii) Losses relating to any breaches of Section 2.5 or Section 5.12, or (iii) Losses relating to Section 8.1(c), Section 8.1(e), Section 8.2(c) or Section 8.2(d).
Minimum Claim. Except as set forth in Section 9.8(f) below, no liability shall attach to the Indemnifying Party unless the aggregate amount of all claims for which it would, in the absence of this provision, be liable shall exceed $10,000 and in such event the Indemnifying Party shall only be liable for the excess.
Minimum Claim. No Party shall have any liability or obligation to indemnify under Section 7.1(a)(ii) or Section 7.2(a)(ii), unless and until the aggregate amount for which such Party would be liable thereunder, but for this provision, exceeds One Hundred Thousand Dollars ($100,000), in which event recovery by the Indemnified Parties shall include the full aggregate amount of such liability, including such amounts as do not exceed such threshold amount. Nothing in this Section 7.6 is intended to modify or limit a Party’s liability or obligation hereunder for other indemnifiable Claims.
Minimum Claim. If any claim or groups of related claims for indemnification by an Indemnified Party that is indemnifiable under Sections 11.1(a)(ii), 11.1(a)(iv) or 11.1(b)(iv) of this Agreement results in respective aggregate Losses to such Indemnified Party that do not exceed $100,000, such Losses shall not be deemed to be Losses under this Agreement shall not be applied against the Deductible and shall not be eligible for indemnification under this Article XI.
Minimum Claim. Section 9.8(e) shall be amended and restated in its entirety to read as follows:
Minimum Claim. If any Parent Indemnification Claim relating to any single event or series of related events that is indemnifiable under Section 7.2 results in aggregate Losses to Parent that do not exceed $100,000, such Losses shall not be deemed to be Losses under this Agreement and shall not be eligible for indemnification under this Article VII.
Minimum Claim. Anything in this Article 8 to the contrary notwithstanding, the TPEG Indemnified Parties, as a group, shall not have any claims for indemnification against the GJE Parties, and the GJE Indemnified Parties, as a group, shall not have any claims for indemnification against TPEG unless the amount of such individual claims for Losses, or the amount of such claim when added to all other claims for Losses for which such party could have sought indemnification hereunder and under the Other Merger Agreements but for the provisions of this Section 8.9, exceeds, in the aggregate, Forty Thousand ($40,000) Dollars (the "Indemnification Minimum Amount"); provided, however, that in determining amounts to be included in the Indemnification Minimum Amount, if any, but for no other purpose, all representations, warranties and covenants in this Agreement, made by the GJE Parties or by TPEG, as the case may be, shall be read without regard to any materiality standard or any knowledge qualification set forth in this Agreement.
Minimum Claim. Neither Seller shall be required to indemnify the Purchaser with respect to (i) any Loss of less than $25,000 for any single event or occurrence or (ii) any other Loss that would otherwise be indemnifiable under Section 7.1(a) unless and until the total amount of such other Losses under such Section 7.1(a) exceeds $2,000,000, after which the Sellers shall have the obligation to indemnify for the full amount of any such Losses that exceed such limitation (subject to the limitations set forth in Section 7.4.1).
Minimum Claim. Except as set forth in Section 6.1(e) below: (i) no representation or warranty of the Seller's shall be deemed to be breached unless the General Indemnity Damages (excluding interest as set forth in the first paragraph of this Section 6.1 above) incurred by the Purchaser Group from the set of facts constituting the breach equal or exceed $50,000; provided that once such threshold has been equaled or exceeded all General Indemnity Damages (excluding interest) shall be included for purposes of the limitation set forth in the next sentence; and (ii) the Sellers shall not have any liability to indemnify the Purchaser Group under this Section unless the aggregate amount of General Indemnity Damages (excluding interest) suffered by the Purchaser Group exceeds $300,000, in which event the Sellers shall only be obligated to indemnify the Purchaser Group for its aggregate General Indemnity Damages (excluding interest) in excess of $300,000.
Minimum Claim. If the Closing occurs, no Party shall have any liability or obligation to indemnify under Section 8.2(a)(ii) or Section 8.3(a)(ii), as the case may be, for or with respect to any Indemnifiable Claims, unless the aggregate amount for which such Party would be liable thereunder, but for this provision, for or with respect to any Indemnifiable Claims exceeds Two Million Dollars (the "Deductible Amount") and recovery shall be limited only to such amounts as exceed the Deductible Amount. Nothing in this Section 8.7(c) is intended to modify or limit a Party's liability or obligation hereunder for other Indemnifiable Claims.
