Claim Threshold. Subject to Section 10.3(d), no Indemnified Parties shall be entitled to indemnity with respect to, and shall not be entitled to assert, any claim under, or institute any Proceeding for Losses indemnifiable pursuant to, Section 10.2(a)(i) or Section 10.2(b)(i), as applicable, with respect to a misrepresentation or breach unless and until the aggregate amount of Losses with respect to such misrepresentation or breach exceeds one hundred seventy-five thousand dollars ($175,000) (the “Claim Threshold”).
Claim Threshold. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not have liability for its indemnification obligations under Section 8.1.1 or Section 8.1.2 until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties that are subject to indemnification pursuant to Section 8.1.1 or Section 8.1.2 equals or exceeds [Amount] ([$XXX]) (the “Claim Threshold”), in which event Seller shall become liable for the aggregate Losses under Section 8.1.1
Claim Threshold. Notwithstanding anything to the contrary contained in this Agreement, (a) Seller shall not have liability for its obligations under Section 8.1 until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties equals or exceeds one-half of one percent (0.5%) of the Purchase Price (the “Claim Threshold”), in which event Seller shall become liable for the aggregate Losses under Section 8.1; it being understood and agreed that the Claim Threshold shall not apply in the event of fraud, willful misconduct or to claims for indemnification relating to Excluded Assets, Excluded Liabilities, Construction Costs, the Fundamental Seller Representations, or ARTICLE IX (Tax Matters), in each case for which Seller shall become liable for all such Losses, whether or not the Claim Threshold has been reached; and (b) Purchaser shall have no liability for its obligations under Section 8.2 until the aggregate amount of all Losses incurred by the Seller Indemnified Parties equals or exceeds the Claim Threshold, in which event Purchaser shall become liable for the aggregate Losses under Section 8.2; it being understood and agreed that the foregoing Claim Threshold shall not apply in the event of fraud, willful misconduct or to claims for indemnification relating to Assumed Liabilities, the Fundamental Purchaser Representations, or ARTICLE IX (Tax Matters), in each case for which Purchaser shall become liable for all such Losses, whether or not the Claim Threshold has been reached.
Claim Threshold. Notwithstanding anything to the contrary contained in this Agreement, (a) Sellers shall have no liability for their obligations under Section 4.2(d), Section 4.2(e), Section 4.11(b)(iii) or Section 7.1 until the aggregate amount of all Losses incurred by the Purchaser Indemnified Parties equals or exceeds $500,000 (the "Claim Threshold"), in which event Sellers shall be liable for all such Losses in excess of the Claim Threshold; it being understood and agreed that the Claim Threshold shall not apply in the event of fraud, gross negligence or willful misconduct or to (i) claims for indemnification relating to Excluded Liabilities or Excluded Assets, or (ii) claims for indemnification relating to Section 3.1.1 (Existence), Section 3.1.2 (Authority), Section 3.1.3 (Binding Agreement), Section 3.1.4 (No Conflicts), Section 3.1.5 (Approvals and Filings), Section 3.1.10 (Title to Personal Property), Section 3.1.11(a) (Real Property), or Section 3.1.20 (Brokers), in each case for which Sellers shall be responsible from dollar one, whether or not the Claim Threshold has been reached, and (b) Purchaser shall have no liability for its obligations under Section 4.1(f)(C), Section 4.3(c), or Section 7.2 until the aggregate amount of all Losses incurred by the Sellers' Indemnified Parties equals or exceeds the Claim Threshold, in which event Purchaser shall be liable for all such Losses in excess of the Claim Threshold; it being understood and agreed that the foregoing Claim Threshold shall not apply in the event of fraud, gross negligence or willful misconduct or to (i) claims for indemnification relating to Liabilities assumed by Purchaser under Section 2.1.2, or (ii) claims for indemnification relating to Section 3.2.1 (Existence), Section 3.2.2 (Authority), Section 3.2.3 (Binding Agreement), Section 3.2.4 (No Conflicts), Section 3.2.5 (Approvals and Filings) or Section 3.2.7 (Brokers), in each case for which Purchaser shall be responsible from dollar one, whether or not the Claim Threshold has been reached.
Claim Threshold. No individual claim or series of related claims for indemnification under this Agreement, or Claims arising out of substantially the same facts (a “Claim”), may be made by an Indemnitee unless and until the Losses suffered by the Indemnitee in connection with such Claim(s) exceed $5,000 (the “Claim Threshold”). Losses with respect to a Claim may not reduce or be applied toward satisfaction of the Deductible (as defined below) unless the aggregate amount of the Losses with respect to such Claims exceeds the Claim Threshold. Notwithstanding the foregoing, the Claim Threshold shall not apply to, and the Indemnitee may seek recovery directly from Indemnitor for, breaches of such Indemnitor’s Fundamental Representations, or claims for Fraud in connection with this Agreement or the transactions contemplated hereby.
Claim Threshold. Notwithstanding the foregoing, no claim for ---------------- indemnification under Section 9.2(a) or Section 9.2(b) may be made by an Indemnified Party against an Indemnifying Party unless and until the cumulative total of all Losses suffered by such Indemnified Party exceeds or is reasonably expected to exceed $500,000 (the "Threshold"); provided, however, that any Loss incurred by Purchaser or its affiliates resulting from or arising out of (i) the claims set forth on Schedule 4.3.12, (ii) the indemnification obligations of --------------- GMAC under the Universal Self Care Agreement, (iii) any Excluded Liability; or (iv) any Subsidiary Excluded Liability shall not be subject to such Threshold; and provided further, that any Loss incurred by Seller or its affiliates resulting from or arising out of any Subsidiary Assumed Liability, as defined in the Subsidiary Assumption Agreement, shall not be subject to such Threshold. In addition, the Threshold and the other provisions of this Section 9.2(d) shall not be applicable to any Universal Claim which shall be handled in the manner set forth in Section 9.1(b). Once Losses exceed the Threshold, the Indemnified Party suffering such Losses may recover all Losses in excess of $250,000. The foregoing limitations shall not apply to any Loss either intentionally caused by the Indemnifying Party or of which the Indemnifying Party had Knowledge prior to the Closing.
Claim Threshold. No claims for indemnification may be made by InSystems or the Shareholders against SRC under this Article XI unless and until all the claims for indemnification collectively shall exceed $500,000 in the aggregate, in which event the amount of all such claims including such $500,000 amount may be recovered by InSystems or the Shareholders, as the case may be. No claims for indemnification may be made by SRC against the Shareholders under this Article XI in respect of any Corporate Claim unless and until all the claims for indemnification in respect of Corporate Claims collectively shall exceed $500,000 in the aggregate, in which event the amount of all such Corporate Claims including such $500,000 amount may be recovered by SRC. No claims for indemnification may be made by SRC against the Shareholders under this Article XI in respect of an HR Claim unless and until all such claims for indemnification under Section 11.1.1(A)(i) collectively shall exceed $100,000 in the aggregate, in which event only the amount of all such HR Claims in excess of such $100,000 amount may be recovered by SRC. There shall exist no claim threshold for indemnification claims made by SRC under this Article XI relating to Patent Claims or indemnification claims made by SRC against an individual Shareholder under this Article XI in respect of any Shareholder Claim.
Claim Threshold. Notwithstanding the foregoing, no claim for indemnification under Sections 6.9(a)(i) through (ii) may be made by Fresh Foods against Hudsxx xxxess and until the cumulative total of all Losses suffered by Fresh Foods exceeds $125,000 (the "Threshold"). Once Losses exceed the Threshold, Fresh Foods may recover all Losses. The foregoing limitation shall not apply to any Loss either intentionally caused by Fresh Foods or of which Fresh Foods had knowledge prior to the Closing. The Threshold does not apply to any claim for indemnification under Sections 6.9(a)(iii) or 6.9(b) hereof.
Claim Threshold. Notwithstanding anything to the contrary contained herein: (i) FDI shall be liable to Shareholder Indemnitees and the Shareholders shall be liable to FDI Indemnitees with respect to a claim for indemnification under this Agreement only at such time as, and to the extent that, the aggregate of all amounts otherwise indemnifiable hereunder by FDI or the Shareholders, respectively, exceeds $25,000 in which event the indemnifying party shall be liable for all damages suffered.
Claim Threshold. Notwithstanding any other provision of this Article 8, an Indemnified Party shall not be entitled to make a claim against an Indemnifying Party for indemnity pursuant to this Article 8 except to the extent that the aggregate amount of Claims and Damages incurred by the Indemnified Party exceeds Fifty Thousand Dollars ($50,000). Once such amount is exceeded, the Indemnified Party shall be entitled to indemnification under this Article 8 for all of the Claims and Damages in excess of Fifty Thousand Dollars ($50,000). In addition, the amount of Claims and Damages shall be offset by tax benefits received by the Buyer, insurance proceeds and any third party recoveries.
