Cap and Basket. Neither Party will be entitled to indemnification under this Article X until Damages to such Party (combined with any Damages to such Party under the AM Purchase Agreement) exceed $50,000 in the aggregate (except for claims pursuant to Section 7.8 of this Agreement and Section 7.9 of the AM Asset Purchase Agreement, which shall be reimbursed from the first dollar for both parties). Once Damages to any Party (combined with any Damages to such Party under the AM Purchase Agreement) exceed $50,000 in the aggregate (excluding all claims made pursuant to Section 7.8 of this Agreement and Section 7.9 of the AM Asset Purchase Agreement), such Party will be entitled to recover the entire amount of the Damages to the maximum extent permitted by this Agreement. The Parties agree that any materiality qualification set forth in this Agreement shall not be taken into account in determining the magnitude of Damages occasioned by any breach for purposes of calculating whether such $50,000 threshold has been reached. The Parties agree that (i) with respect to all claims made pursuant to Article X hereof or Article X of the AM Asset Purchase Agreement during the period beginning on the date of consummation of the transactions contemplated by the FM Asset Purchase Agreement on the KQQK Closing Date and ending on the twelve month anniversary of such date, the maximum aggregate amount for which either Buyer and LBI Holdings on the one hand or Seller on the other hand will be responsible for pursuant to this Agreement and, if the purchase and sale transaction contemplated by the AM Asset Purchase Agreement occurs, the AM Asset Purchase Agreement, is $1,500,000 in the aggregate and (ii) with respect to all claims made pursuant to Article X hereof or Article X of the AM Asset Purchase Agreement during the period commencing on the date after the end of the applicable period set forth in clause (i) of this sentence and ending on the twenty four month anniversary of the consummation of the transaction contemplated by the AM Asset Purchase Agreement (or if the purchase and sale transaction contemplated under the AM Asset Purchase Agreement does not occur, ending on the later of (x) the eighteenth month anniversary of the KQQK Closing Date or (y) the date on which the AM Asset Purchase Agreement is terminated), the maximum aggregate amount for which either Buyer and LBI Holdings on one hand or Seller on the other hand will be responsible for pursuant to this Agreement and, if the pur...
Cap and Basket. (a) Notwithstanding the foregoing, no claim other than (i) any adjustment to the Aggregate Purchase Price pursuant to Article II, (ii) claims by EFI in respect of any breach of representation made in Sections 3.14 (Capital Stock), 3.20 (Taxes) or 3.25 (Brokers), (iii) claims by Xxxxxx in respect of any breach of representation made in Sections 4.04 (Capitalization) or 4.11 (Brokers), (iv) claims by EFI in respect of any breach of covenant made in Sections 5.07 (Non-Competition and Non-Solicitation), 7.01 (Expenses, Transfer Taxes, Apportionment) and 7.07 (Tax Matters), (v) claims by any Seller in respect of any breach of covenant made in Sections 6.03 (Payment of Purchase Price) and 7.01 (Expenses, Transfer Taxes, Apportionment) or (vi) claims identified in subparagraphs 1.a. and 1.b. on Section 10.02(a) of the Disclosure Schedule, may be made unless such claims shall be of an amount in excess of $10,000 and the aggregate of all such claims shall exceed $600,000 (the "Threshold Amount"), in which case the indemnifying party shall be required to pay or be liable for all claims hereunder, but solely to the extent they exceed $100,000. Claims specifically enumerated in Section 10.03(a)(i) - (vi) may be made irrespective of the Threshold Amount (and shall not count toward the Threshold Amount), in which case the indemnifying party shall be required to pay or be liable for all claims hereunder.
(b) The maximum amount for which any Party may be liable for indemnification hereunder shall not exceed $7,500,000 in the aggregate; provided, that, the maximum amount for which Xxxxxx may be liable for indemnification with respect to those claims specifically enumerated in Section 10.03(a)(i)-(vi) as exclusions from the Threshold Amount and any Indemnifiable Losses resulting from fraud or intentional misrepresentation shall be the Aggregate Purchase Price.
(c) Xxxxxx shall first satisfy with cash any and all Indemnifiable Losses up to three million dollars ($3,000,000) and may, thereafter, satisfy any and all Indemnifiable Losses that exceed such amount with either cash or shares of EFI Common Stock valued at the VWAP as of the date on which the Indemnifiable Losses are satisfied.
(d) Solely for the purposes of determining the indemnification obligations of the Parties pursuant to this Article X, all representations and warranties are deemed to be made without any limitations as to materiality or material adverse effect.
Cap and Basket. Neither Party will be entitled to indemnification under this Article X until Damages to such Party exceed $10,000 in the aggregate. Once Damages to either Party exceed $10,000 in the aggregate, such Party will be entitled to recover the entire amount of the Damages to the maximum extent permitted by this Agreement. The Parties agree that any materiality qualification set forth in this Agreement shall not be taken into account in determining the magnitude of Damages occasioned by any breach for purposes of calculating whether such $10,000 threshold has been reached. The Parties agree that with respect to all claims made pursuant to Article X hereof during the period beginning on the date of consummation of the purchase and sale transaction contemplated by this Agreement on the Closing Date and ending on the twelve month anniversary of such date, the maximum aggregate amount for which either Buyer and LBI Holdings on the one hand or Seller on the other hand will be responsible for pursuant to this Agreement is $800,000 in the aggregate.
