Basket and Ceiling. Notwithstanding anything to the contrary in the Purchase Agreement or this Amendment, Company’s indemnification obligations under clauses (vii) through (xi) of Section 8.1 and, to the extent arising from a breach of Section 5.12 of the Purchase Agreement or Section 3 of this Amendment, under clause (ii) of Section 8.1 shall be subject to the Basket and the Ceiling.
Basket and Ceiling. No Selling Shareholder will have any liability (for indemnification or otherwise) with respect to the matters described in Section 8.1 until the total of all damages (to the Selling Shareholders in the aggregate) with respect to such matters exceeds $75,000 (the "Basket Amount") (which amount shall be calculated without taking into effect the threshold for adjustment under Section 2.2.2). In the event that the total of all damages exceeds the Basket Amount, the Selling Shareholders shall pay that amount of damages which is in excess of the Basket Amount; provided, however, that the total amount payable by the Selling Shareholders shall not exceed the Purchase Price.
Basket and Ceiling. (a) Buyer will not be entitled to indemnification from Seller and ICG under Section 8.1 or Section 8.3 unless and until the aggregate amount of Adverse Consequences that Buyer would otherwise be entitled to assert under either Section 8.1 or Section 8.3 exceeds One Million Dollars ($1,000,000) (the "Basket Amount"). When the aggregate amount of such Adverse Consequences exceeds the Basket Amount, Buyer will be entitled to indemnification under Section 8.1 or Section 8.3, as applicable, for all such Adverse Consequences and not just those in excess of the Basket Amount.
Basket and Ceiling. (a) Except as provided in the last sentence of this Section 8.6(a) and in Section 8.6(c), Buyer (and the Company, as applicable) will not be entitled to indemnification from Sellers under Section 8.1 or Section 8.3 unless and until, and then solely to the extent that, the aggregate amount of Adverse Consequences with respect to which Buyer or the Company would otherwise be entitled to assert under Section 8.1 or Section 8.3, whichever is applicable, exceeds $50,000 (the "Basket Amount"). When the aggregate amount of such Adverse Consequences exceeds the Basket Amount, Buyer (and the Company, as applicable) will be entitled to indemnification under Section 8.1 or Section 8.3, as applicable, for all Adverse Consequences in excess of the Basket Amount.
Basket and Ceiling. (a) Excluding any Adverse Consequences suffered by Buyer as a result of Seller's and/or the Company's breach of the representations, warranties or covenants set forth in Sections 2.6, 3.8 or 6.4, neither Buyer nor Seller nor the Company will be entitled to indemnification from the other party under this Agreement unless and until, and then solely to the extent that, the aggregate amount of Adverse Consequences that the indemnified party would otherwise be entitled to assert under this Agreement exceeds Five Hundred Thousand Dollars ($500,000) (the "Basket Amount"). When the aggregate amount of such Adverse Consequences exceeds the Basket Amount, the indemnified party will be entitled to indemnification under Section 8.1, Section 8.2 or Section 8.3, as applicable, for all Adverse Consequences in excess of the Basket Amount up to the Ceiling Amount (as defined below).
