Basket/Threshold. The Sellers will have no Liability for Damages arising from Indemnification Claims made by the Seller Indemnified Parties herein (other than Breaches of Seller Special Matters, Liability under Sections 6.2(a)(ii), 6.2(a)(iv), 6.2(a)(v), 6.2(a)(vi) and Section 6.2(b)(ii), or instances of fraud, intentional misrepresentation and willful misconduct by a Seller or the Company) unless and until the aggregate Damages claimed under Section 6.2 exceeds $250,000 (the “Seller Indemnified Parties Threshold Amount”); provided, however, if the aggregate Damages claimed under Section 6.2 exceeds the Seller Indemnified Parties Threshold Amount, the Sellers’ Liability will relate back to and include the first dollar of aggregate Damages so claimed.
Basket/Threshold. The Parent Parties will have no Liability for Damages related to Breaches of the representations and warranties in Article II (other than breaches of Parent Special Matters, Liability under Section 6.3(b) or instances of fraud, intentional misrepresentation and willful misconduct) unless and until the aggregate of such Damages exceeds $250,000 (the “Parent Indemnified Parties Threshold Amount”); provided, however, if the aggregate Damages claimed under Section 6.3 exceeds the Parent Indemnified Parties Threshold Amount, the Parent Parties’ Liability will relate back to and include the first dollar of aggregate Damages so claimed.
Basket/Threshold. Seller shall have no Liability for money Damages related to Breaches of the representations, warranties, and covenants herein unless and until the aggregate Damages claimed under Section 8.2 exceeds $150,000 (the “Buyer Indemnified Parties Threshold Amount”); provided, however, that once such amount exceeds the Buyer Indemnified Parties Threshold Amount, the Buyer Indemnified Parties shall be entitled to recover all Damages in excess of $150,000 up to, if applicable, the Buyer Indemnified Parties Ceiling Amount; provided, further, that the Buyer Indemnified Parties Threshold Amount shall not be applicable with respect to (A) Breaches of Section 3.1, 4.1, 4.2, 4.5, or 4.16, (B) instances of fraud by Seller, or (C) any claim pursuant to Sections 8.2(b), 8.2(c) or 8.2(d).
Basket/Threshold. The Indemnifying Parties shall not be under any obligation to indemnify the Indemnified Persons in respect of any Losses hereunder, unless and until the aggregate amount of all such Losses of the Indemnifying Parties exceeds 1% of the Consideration (“Basket Threshold”), in which case the Indemnifying Parties, shall be liable for all claims and Losses in entirety and not merely for the excess. For the avoidance of doubt, it is hereby clarified that, if the Losses of the Indemnified Persons exceed the Basket Threshold, then, the Indemnifying Parties shall by liable to indemnify for all the Losses incurred by the Indemnified Persons subject to such Losses in aggregate being more than the De Minimis Threshold.
Basket/Threshold. The Security Holders shall have no Liability for money Damages related to Breaches of the representations and warranties in ARTICLE 4 (other than under SECTION 4.9(l)) unless and until the aggregate Damages claimed under SECTION 8.2 exceeds $2,000,000 (the "PARENT INDEMNIFIED PARTIES THRESHOLD AMOUNT"); provided, however, that once such amount exceeds the Parent Indemnified Parties Threshold Amount, the Parent Indemnified Parties will be entitled to recover all Damages in excess of $250,000.
Basket/Threshold. The Parent Parties shall have no Liability for money Damages related to Breaches of the representations and warranties in ARTICLE 3 unless and until the aggregate of such Damages exceeds $2,000,000 (the "SHAREHOLDER INDEMNIFIED PARTIES THRESHOLD AMOUNT"); provided, however, if the aggregate Damages claimed under SECTION 8.2 exceeds the Shareholder Indemnified Parties Threshold Amount, the Shareholder Indemnified Parties will be entitled to recover Damages in excess of $250,000.
Basket/Threshold. Buyer, on the one hand, and the Seller Parties on the other, will have no liability for money Damages related to breaches of the representations and warranties in ARTICLE 2 (with respect to Buyer) or ARTICLE 3 (with respect to the Seller Parties), unless and until the aggregate Damages related thereto exceed $50,000.
Basket/Threshold. The Stockholder will have no Liability for money Damages incurred under this Agreement unless and until the aggregate of such Damages exceeds $50,000 (the "STOCKHOLDER INDEMNIFIED PARTIES THRESHOLD AMOUNT"); provided, however, if the aggregate Damages incurred under this Agreement exceeds the Stockholder Indemnified Parties Threshold Amount, the Stockholder's Liability will relate back to and include the first dollar of aggregate Damages so incurred.
Basket/Threshold. There shall be no liability for indemnification under Section 10.1(a)(i), unless the aggregate amount of all Damages for any claims under such Section 10.1(a)(i) exceeds $250,000 (the “Basket”), at which time, subject to the remainder of this Section 10.2, the Indemnified Parties will be entitled to indemnification for the amount in excess of the Basket; provided, however, that the Basket shall not apply to Fraud or any breach of any Company Fundamental Representations.
Basket/Threshold. The Buyer Parties, on the one hand, and Seller, on the other, will have no liability for monetary Damages related to breaches of the representations and warranties in ARTICLE 2 (with respect to the Buyer Parties) or ARTICLE 3 (with respect to Seller), unless and until the aggregate Damages related thereto exceed ten percent (10%) of the Purchase Price (as expressed in a dollar amount); provided, however, that, if the aggregate Damages related thereto of the Buyer Parties, on the one hand, or Seller, on the other, exceeds such amount, the Indemnitor’s liability will relate back to, and include, the first dollar of such aggregate Damages. If Damages arise as Excluded Liabilities or Assumed Liabilities and also as a result of breaches of a Party’s representations and warranties under ARTICLE 2 or ARTICLE 3, such Damages will be deemed to be Excluded Liabilities or Assumed Liabilities, as applicable, and will not be subject to the limits of this Section 5.5(b).
