Common use of Certain Limitations on Indemnification Clause in Contracts

Certain Limitations on Indemnification. (a) Except as set forth in Section 10.5(b) and (c), notwithstanding the provisions of this Article X, neither Seller nor Purchaser shall have any indemnification obligations for Losses under Sections 10.2 or 10.3, (i) for any individual item, or group of items arising out of or related to the same event or circumstances or series of related events or circumstances, where the Loss relating thereto is less than Five Thousand and no/100 Dollars ($5,000.00), at which point the indemnifying party shall become liable for the entire amount of the Loss, and not just the amount in excess of Five Thousand and no/100 Dollars ($5,000.00) (the “Sub-Basket”) and (ii) unless the aggregate amount of all Losses (following the application of clause (i)) exceeds Ten Thousand Dollars ($10,000.00) (the “Basket”), and then only to the extent of such amounts in excess of the Basket.

Certain Limitations on Indemnification. (a) Except as set forth in Section 10.5(b) and (c), notwithstanding the provisions of this Article X, neither Seller Seller, on the one hand, nor Purchaser Purchaser, on the other hand, shall have any indemnification obligations for Losses under Sections 10.2 10.2(a)(i) or 10.310.3(a)(i), (i) for any individual item, or group of items arising out of or related to the same event or circumstances or series of related events or circumstancesevent, where until the Loss relating thereto is less equal to or greater than Five Thousand and no/100 Dollars twenty thousand dollars ($5,000.00), at which point the indemnifying party shall become liable for the entire amount of the Loss, and not just the amount in excess of Five Thousand and no/100 Dollars ($5,000.0020,000) (the “Sub-Basket”) and (ii) unless the aggregate amount of all Losses (following the application of clause (i)) exceeds Ten Thousand Dollars ($10,000.00) (the “BasketMinor Claims Amount”), and then only in which event Seller or Purchaser, as the case may be, shall be liable for all Losses from the first dollar. Subject to Section 10.5(b), in no event shall the extent of such amounts in excess of the Basketaggregate indemnification to be paid by Seller or Purchaser under this Article X exceed nine hundred thousand dollars ($900,000)(the “Cap”).

Certain Limitations on Indemnification. (a) Except as set forth in Section 10.5(b) and (c), notwithstanding the provisions of this Article X, neither Seller nor Purchaser shall have any indemnification obligations for Losses under Sections 10.2 or 10.3, (i) for any individual item, or group of items arising out of or related to the same event or circumstances or series of related events or circumstances, where the Loss relating thereto is less than Five Ten Thousand and no/100 Dollars ($5,000.0010,000.00), at which point the indemnifying party shall become liable for the entire amount of the Loss, and not just the amount in excess of Five Ten Thousand and no/100 Dollars ($5,000.0010,000.00) (the “Sub-Basket”) and (ii) unless the aggregate amount of all Losses (following the application of clause (i)) exceeds Ten Twenty-Two Thousand Five Hundred Dollars ($10,000.0022,500.00) (the “Basket”), and then only to the extent of such amounts in excess of the Basket.