Claims Basket. Subject to the last sentence of this Section 8.5(b), the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a) with respect to any claim for indemnification unless and until the amount of Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties that are the subject of such claim exceeds $5,000 (the “Per-Claim Basket”), and the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a) to the extent the aggregate amount of all Losses (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 8.2(a) (excluding amounts below the applicable Per-Claim Basket) exceeds $50,000 (the “Basket Amount”). The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.3(a) with respect to any claim for indemnification unless and until the amount of Losses incurred by the Seller Indemnified Parties that are the subject of such claim exceeds the Per Claim Basket, and the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.3(a) to the extent the aggregate amount of all Losses incurred by the Seller Indemnified Parties for which the Seller Indemnified Parties are entitled to indemnification pursuant to Section 8.3(a) (excluding amounts below the applicable Per-Claim Basket) exceeds the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount. This Section 8.5(b) shall not apply to any claim for indemnification under Section 8.2(a) with respect to a Seller Fundamental Representation.
Claims Basket. The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 11.2(a)(i) (except for claims based on fraud, intentional or knowing misrepresentation or willful breach, and except for claims for breaches of Fundamental Representations) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnified Parties for which the Buyer Indemnified Parties are entitled to indemnification pursuant to this Article XI exceeds a dollar amount equal to the product of (i) three quarters of one percent (0.75%) multiplied by (ii) the Base Purchase Price (the “Basket Amount”), and the Buyer Indemnified Parties shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount.
Claims Basket. The Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(a)(i) (other than for claims for breaches of Fundamental Representations) to the extent the aggregate amount of all Damages incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) (other than for claims for breaches of Fundamental Representations) exceeds $1,500,000 (the “Basket Amount”), and once the aggregate amount of such Damages exceeds the Basket Amount, the Purchaser Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. The Basket Amount shall not apply to any indemnification claims under Section 11.2(a)(ii), Section 11.2(a)(iii), or Section 11.2(a)(iv), or for claims for breaches of Fundamental Representations under Section 11.2(a)(i).
Claims Basket. The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 11.2(a)(i) with respect to any claim (or series of similar or related claims) for indemnification unless and until the amount of Damages (excluding costs and expenses of the Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Buyer Indemnified Parties that are the subject of such claim (or series of similar or related claims) exceeds $25,000 (the “Per-Claim Basket”), and the Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(a)(i) to the extent the aggregate amount of all Damages (excluding costs and expenses of the Buyer Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Buyer Indemnified Parties for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(i) (excluding claims or series of related or similar claims involving amounts below the Per-Claim Basket) exceeds $1,000,000 (the “Basket Amount”), and the Buyer Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Per-Claim Basket and the Basket Amount; provided, however, that the limitations in this Section 11.4(b) shall not apply (i) to any indemnification obligations arising from the Fundamental Representations, or (ii) in the case of fraud or intentional breach with respect to this Agreement or the transactions contemplated hereby.
Claims Basket. An Indemnified Party shall only be entitled to indemnification pursuant to Section 8.2 or Section 8.3 for breach of representation or warranty to the extent the aggregate amount of all Damages incurred by such Indemnified Party for which such Indemnified Party is entitled to indemnification pursuant to such Section exceeds $660,000 (the “Basket Amount”), at which point an Indemnified Party shall be entitled to indemnification for all Damages (including all Damages incurred prior to exceeding the Basket Amount); provided, however, that, in no event shall an Indemnifying Party be required to indemnify any Indemnified Parties for any claim arising out of, or in connection with Section 8.2(a) hereunder for which the amount of Losses for which the Indemnified Parties are entitled to indemnification pursuant to such claim is less than $25,000 (the “Sub Basket Amount”). For the avoidance of doubt, neither the Basket Amount or the Sub Basket Amount limitation shall apply in respect of Damages as a result of, arising out of or relating to Damages (i) for which indemnification is provided in Section 7.1 (Indemnification for Tax Obligations), or (ii) for which indemnification is provided in sub-sections (b), (c) or (e) of Section 8.2.
Claims Basket. Subject to subparagraph d. below, Seller and Principals ------------- shall not be responsible for any Losses arising under this Paragraph for which Purchaser would otherwise be entitled to indemnification hereunder unless and until the aggregate of such Losses exceeds $50,000, and then only to the extent of such excess.
Claims Basket. An Indemnified Party shall only be entitled to indemnification pursuant to Section 10.1(a) or Section 10.2(a) to the extent the aggregate amount of all Losses incurred by the Indemnified Party for the which the Indemnified Party is entitled to indemnification pursuant to Section 10.1(a) or Section 10.2(a), as the case may be, exceeds [*****] (the “Basket Amount”), and the Indemnified Party shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Basket Amount; and
Claims Basket. Notwithstanding any provision hereof to the contrary, the Acquiror Indemnified Parties shall not be entitled to indemnification for Damages pursuant to this Article XII unless and until the aggregate amount of all Damages for which the Acquiror Indemnified Parties are entitled to indemnification pursuant to this Article XII (other than for claims for indemnification pursuant to Section 12.2(a)(iii)) exceed $500,000 (the “Basket Amount”), and the Acquiror Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall not be entitled to indemnification for Damages pursuant to this Article XII unless and until the aggregate amount of all Damages for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XII exceed the Basket Amount, and the Seller Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount.
Claims Basket. The Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.02(a)(i) (other than for claims for breaches of Fundamental Representations) to the extent the aggregate amount of all Damages incurred by the Purchaser Indemnified Parties for which the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 11.02(a)(i) (other than for claims for breaches of Fundamental Representations) exceeds $1,100,000 (the “Basket Amount”), and once the aggregate amount of such Damages exceeds the Basket Amount, the Purchaser Indemnified Parties shall only be entitled to indemnification for such Damages to the extent such Damages exceed the Basket Amount. The Basket Amount shall not apply to any indemnification claims under Section 11.02(a)(ii) or Section 11.02(a)(iii), or for claims for breaches of Fundamental Representations under Section 11.02(a)(i).
Claims Basket. Subject to Section 8.4(d), but otherwise notwithstanding any provision hereof to the contrary, the Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(a)(i) for a breach of any representation or warranty other than the Seller Fundamental Representations to the extent the aggregate amount of all such Damages exceeds $900,000 (the “Basket Amount”), after which such threshold amount shall be included in, not excluded from, any calculation of Damages. Notwithstanding any provision hereof to the contrary, the Seller Indemnified Parties shall only be entitled to indemnification pursuant to Section 8.2(b)(i) for a breach of any representation or warranty to the extent the aggregate amount of all such Damages exceeds the Basket Amount, after which such threshold amount shall be included in, not excluded from, any calculation of Damages.
