Acquiror Covered Party Clause Samples

Acquiror Covered Party. Notwithstanding anything expressed or -------- ------- ----- implied in this Article IX to the contrary, no Acquiror Covered Party shall be entitled to make an Indemnification Claim unless and until the cumulative amount of Losses incurred by all of the Acquiror Covered Parties with respect to any and all Acquiror Covered Matters exceeds $100,000 (the "Acquiror Threshold"), -------- --------- whereupon the Acquiror Covered Parties shall, subject to the provisions of Section 9.06(a), be entitled to indemnification for the full amount of all such Losses without regard to the Acquiror Threshold. The limitations set forth in this Section 9.05(b) shall not apply to any intentional breaches by the Company prior to the Effective Time of any covenant or agreement contained in this Agreement.