Common use of Threshold Amount Clause in Contracts

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a), an Indemnified Party may not recover any Losses under clause (a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying Losses under Section 7.2 in excess of $100,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and Parent as provided in Section 7.5(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses (i) incurred pursuant to clauses (b), (c), (d), (e), and (f) of Section 7.2, (ii) resulting from any breach of a representation or warranty contained in any Fundamental Representation, or (iii) related to any fraud, intentional misrepresentation or willful breach.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except (i) Except as set forth in the second sentence of this Section 7.5(a7.4(a)(i), an a Parent Indemnified Party may not recover any Losses under clause (aSection 7.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined belowthe Parent Indemnified Parties have incurred indemnifiable Losses pursuant to Section 7.2(a) identifying Losses under and this Section 7.2 7.4 in excess of Two Million Dollars ($100,000 2,000,000.00) in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and Parent as provided in Section 7.5(b) hereof), in which case the Parent Indemnified Parties shall be entitled to recover the total amount of all Losses in excess of exceeding the Threshold Amount, subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, an A Parent Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) Losses (i) incurred pursuant to clauses (bii)-(vi) of Section 7.2(a), (c), (d), (e), and (fB) of Section 7.2, (ii) Losses resulting from any breach of a representation or warranty contained in any Fundamental RepresentationRepresentation (other than those contained in Sections 2.9 (Intellectual Property) and 2.10 (Information Technology, or Privacy and Security)), and (iiiC) related to any Losses resulting from fraud, intentional misrepresentation or willful breachmisconduct, and no such claims or payments shall be considered in determining whether the Threshold Amount has been reached.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a6.4(a), an Indemnified Party may not recover any Losses under clause (aSection 6.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying Losses under Section 7.2 in excess of $100,000 in the aggregate Losses for which such Indemnified Parties would otherwise be entitled to receive indemnification hereunder exceed 1% of the Upfront Consideration (the “Threshold Amount”) has or have been delivered to the Securityholder Representative and Parent as provided in Section 7.5(b) hereof), in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (b), (c), (d), (e), ) and (f) of Section 7.26.2 hereof, and (iiB) Losses resulting from any breach of a representation or warranty contained in any Fundamental RepresentationSection 2.1, Section 2.2 or (iii) related to any fraud, intentional misrepresentation or willful breachSection 2.4 hereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.4(a), an Indemnified Party may not recover any Losses under clause (aSection 7.2(a)(i) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 7.2(a)(i) in excess of $100,000 1,800,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Escrow Agent as provided in Section 7.5(b7.4(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (bii) (other Losses relating to breaches of Section 4.1), (ciii), (d), iv) and (e)v) of Section 7.2 hereof, and (fB) of Section 7.2, (ii) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation, or Section 2.2 (iii) related to any fraud, intentional misrepresentation or willful breach.Company Capital Structure). 77

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.4(a), an Indemnified Party may not recover any Losses under clause (aSection 7.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 7.2(a) in excess of $100,000 1,570,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Indemnification Escrow Agent as provided in Section 7.5(b7.4(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (b), (c), (d), and (e)) of Section 7.2 hereof, and (fB) of Section 7.2, (ii) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation, Section 2.2 or (iii) related to any fraud, intentional misrepresentation or willful breachSection 2.11 hereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.4(a), an Indemnified Party may not recover any Losses under clause (ai) of Section 7.2 7.2(a) hereof unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under clause (i) of Section 7.2 7.2(a) hereof in excess of $100,000 1,195,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Shareholder Representative and Parent the Escrow Agent as provided in Section 7.5(b7.4(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses all (i) Losses incurred pursuant to clauses (bii), (c), (d), (eiii), and (fiv) of Section 7.27.2(a) hereof, and (ii) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation, or Section 2.2 (iiiCompany Capital Structure) related to any fraud, intentional misrepresentation or willful breachhereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a6.4(a), an Indemnified Party may not recover any Losses under clause (aSection 6.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 6.2(a) in excess of $100,000 571,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Escrow Agent as provided in Section 7.5(b6.4(b) hereof, in which case the Parent such Indemnified Parties Party shall be entitled to recover all Losses in excess of so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (b), (c), (d), (e), ) and (f) of Section 7.26.2 hereof, and (iiB) Losses resulting from any breach of a representation or warranty contained in any Fundamental RepresentationSection 2.2, Section 2.11 or (iii) related to any fraud, intentional misrepresentation or willful breachSection 2.27 hereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.4(a), an Indemnified Party may not recover any Losses under clause (aSection 7.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 in excess of $100,000 7.2(a), which, in the aggregate aggregate, exceed $1,500,000 (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Escrow Agent as provided in Section 7.5(b7.4(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all those Losses so identified in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (b), (c), (d), ) and (e), and (f) of Section 7.2, 7.2 hereof and (iiB) Losses resulting from any breach of a representation or warranty contained in any Fundamental RepresentationSection 2.1, Section 2.2 or (iii) related to any fraud, intentional misrepresentation or willful breachSection 2.4 hereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.4(a), an Indemnified Party may not recover any Losses under clause (aSection 7.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 7.2(a) in excess of $100,000 250,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Escrow Agent as provided in Section 7.5(b7.4(b) hereof, in which case the Parent case, subject to Section 7.6(a), such Indemnified Parties Party shall be entitled to recover all Losses so identified in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (b), (c), (d), (e), ) and (f) of Section 7.27.2 hereof, and (iiB) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation, Section 2.2 or (iii) related to any fraud, intentional misrepresentation or willful breachSection 2.11 hereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.4(a), an Indemnified Party may not recover any Losses under clause (aSection 7.2(i) of Section 7.2 hereof unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 7.2(i) hereof in excess of $100,000 200,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Escrow Agent as provided in Section 7.5(b7.4(b) hereof, in which case the Parent Indemnified Parties shall be entitled to recover all Losses in excess of so identified without regard to the Threshold AmountAmount from the first dollar of such Losses. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to Losses (i) all Losses incurred pursuant to clauses (bii), (c), (d), (eiii), and (fiv) of Section 7.27.2(a) hereof, and (ii) Losses resulting from any breach of a representation or warranty contained in any Fundamental RepresentationSection 2.2 (Company Capital Structure), in Section 2.10 (Tax Matters), or in Section 2.19 (iiiEnvironmental Matters) related to any fraud, intentional misrepresentation or willful breachhereof.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a7.3(a), an Indemnified a Parent Party may not recover any Losses under clause (aSection 7.2(a)(i) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 7.2(a)(i) in excess of $100,000 excess, in the aggregate aggregate, of One Million Dollars ($1,000,000) (the “Threshold Amount”) has or have been delivered to the Securityholder Representative Shareholder Representatives and Parent the Escrow Agent as provided in Section 7.5(b) hereof7.3(b), in which case case, subject to the provisions of this Article VII, such Parent Indemnified Parties Party shall be entitled to recover all Losses so identified in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified a Parent Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (bii), (ciii) or (iv) of Section 7.2(a), (d), (e), and (fB) of Section 7.2, (ii) Losses resulting from any breach of a representation or warranty contained in any Fundamental RepresentationSections 2.2, 2.4 or 2.20(a) through 2.20(e) and (iiiC) Losses related to any fraud, intentional misrepresentation or willful breachTaxes pursuant to Sections 5.10.

Threshold Amount. Notwithstanding any provision of this Agreement to the contrary, except as set forth in the second sentence of this Section 7.5(a6.4(a), an Indemnified Party may not recover any Losses under clause (aSection 6.2(a) of Section 7.2 unless and until one or more Officer’s Certificates (as defined below) identifying such Losses under Section 7.2 6.2(a) in excess of $100,000 150,000 in the aggregate (the “Threshold Amount”) has or have been delivered to the Securityholder Stockholder Representative and Parent the Escrow Agent as provided in Section 7.5(b6.4(b) hereof, in which case the Parent such Indemnified Parties Party shall be entitled to recover all Losses so identified in excess of the Threshold Amount. Notwithstanding the foregoing, an Indemnified Party shall be entitled to recover for, and the Threshold Amount shall not apply as a threshold to, any and all claims or payments made with respect to (A) all Losses (i) incurred pursuant to clauses (b), (c), (d), (e), and ) and/or (f) of Section 7.26.2 hereof, and (iiB) Losses resulting from any breach of a representation or warranty contained in any Fundamental Representation, Section 2.2 or (iii) related to any fraud, intentional misrepresentation or willful breachSection 2.11 hereof.