Common use of Claims Basket Clause in Contracts

Claims Basket. Notwithstanding any provision hereof to the contrary, except for Damages in respect of Fraud, (i) the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a)(i) with respect to any claim for indemnification unless the amount of Damages incurred by the Buyer Indemnified Parties that are the subject of such claim exceeds $50,000 (the “Per Claim Basket”) and (ii) (other than with respect to the Fundamental Representations and the representations and warranties set forth in Section 3.12) the Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 9.2(a)(i) to the extent the aggregate amount of all Damages incurred by Buyer Indemnified Parties for which Buyer Indemnified Parties are entitled to indemnification pursuant to Section 9.2(a)(i) exceeds $600,000 (the “Basket Amount”), in which event the Buyer Indemnified Parties shall only be entitled to indemnification for the amount of such Damages in excess of the Basket Amount. For purposes of this Section 9.4(b), if the aggregate amount of Damages with respect to a claim for indemnification by the Buyer Indemnified Parties does not exceed the Per Claim Basket, then such Damages shall be disregarded when determining if the Basket Amount has been met.

Claims Basket. Notwithstanding any provision hereof to the contrary, except for Damages in respect of Fraud, (i) the Buyer The Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a)(i) this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 11.2(a) unless and until the amount of Damages (excluding costs and expenses of the Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Buyer Purchaser Indemnified Parties that are the subject of such claim (or any series of related claims arising out of similar circumstances) exceeds Fifty Thousand Dollars ($50,000 50,000) (the “Per Per-Claim Basket”) and (ii) (other than with respect to the Fundamental Representations ), and the representations and warranties set forth in Section 3.12) the Buyer Purchaser Indemnified Parties shall only be entitled to indemnification pursuant to this Article XI with respect to any claim for indemnification pursuant to clause (i) of Section 9.2(a)(i11.2(a) to the extent the aggregate amount of all Damages (excluding costs and expenses of Purchaser Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by Buyer the Purchaser Indemnified Parties for which Buyer the Purchaser Indemnified Parties are entitled to indemnification pursuant to Section 9.2(a)(ithis Article XI (excluding amounts below any applicable Per-Claim Basket) exceeds Two Hundred Eighty One Thousand Two Hundred Fifty Dollars ($600,000 281,250) (the “Basket Amount”), in which event and then only to the Buyer Indemnified Parties shall only be entitled to indemnification for the amount extent of such Damages in excess of the Basket Amount. For purposes of this Section 9.4(b), if the aggregate amount of Damages with respect to a claim for indemnification by the Buyer Indemnified Parties does not exceed the Per Claim Basket, then such Damages shall be disregarded when determining if the Basket Amount has been metexcess.

Claims Basket. Notwithstanding any provision hereof to the contrary, except for Damages in respect of Fraud, (i) the The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a)(i11.2(a)(i) with respect to any claim (except for indemnification 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 Damages all Losses incurred by the Buyer Indemnified Parties that are the subject of such claim exceeds $50,000 (the “Per Claim Basket”) and (ii) (other than with respect to the Fundamental Representations and the representations and warranties set forth in Section 3.12) the Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 9.2(a)(i) to the extent the aggregate amount of all Damages incurred by Buyer Indemnified Parties for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 9.2(a)(ithis Article XI exceeds a dollar amount equal to the product of (A) exceeds $600,000 three quarters of one percent (0.75%) multiplied by (B) the Base Shares multiplied by (C) the Buyer Share Price (the “Basket Amount”), in which event and the Buyer Indemnified Parties shall only be entitled to indemnification for such Losses to the amount of extent such Damages in excess of Losses exceed the Basket Amount. For purposes of The Seller Indemnified Parties shall not be entitled to indemnification pursuant to this Section 9.4(b), if Article XI unless and until the aggregate amount of Damages with respect to a claim for indemnification all Losses incurred by the Buyer Seller Indemnified Parties does not for which the Seller Indemnified Parties are entitled to indemnification pursuant to this Article XI 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 Per Claim Basket, then such Damages shall be disregarded when determining if the Basket Amount has been metAmount.

Claims Basket. Notwithstanding any provision hereof to the contrary, except for Damages in respect of Fraud, (i) the Buyer The Acquiror Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a)(i) this Article XII with respect to any claim for indemnification Indemnification Claim unless and until the amount of Damages (excluding costs and expenses of Acquiror Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Buyer Acquiror Indemnified Parties that are the subject of such claim or series of related claims exceeds $50,000 40,000 (the “Per Per-Claim Basket”) and (ii) (other than ). Except with respect to indemnification for Damages that relate to any breach of a Fundamental Representation, the Fundamental Representations and the representations and warranties set forth in Section 3.12) the Buyer Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to Section 9.2(a)(i12.2(a)(i) to the extent the aggregate amount of all Damages (excluding costs and expenses of Acquiror Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by Buyer the Acquiror Indemnified Parties for which Buyer the Acquiror Indemnified Parties are (or, in the absence of the preceding sentence, would have been) entitled to indemnification pursuant to Section 9.2(a)(i12.2(a)(i) exceeds $600,000 2,000,000 (the “Basket Amount”), in which event and the Buyer Acquiror Indemnified Parties shall only be entitled to indemnification for the amount of such Damages in excess of to the extent such Damages exceed the Basket Amount. For purposes of this Section 9.4(b), if the aggregate amount of Damages with respect to a claim for indemnification by the Buyer Indemnified Parties does not exceed the Per Claim Basket, then such Damages shall be disregarded when determining if the Basket Amount has been met.

Claims Basket. Notwithstanding any provision hereof to the contrary, except for Damages in respect of Fraud, (i) the The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 9.2(a)(i11.2(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 $50,000 25,000 (the “Per Per-Claim Basket”) ), and (ii) (other than with respect to the Fundamental Representations and the representations and warranties set forth in Section 3.12) the Buyer Indemnified Parties shall only be entitled to indemnification pursuant to Section 9.2(a)(i11.2(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 9.2(a)(i11.2(a)(i) (excluding claims or series of related or similar claims involving amounts below the Per-Claim Basket) exceeds $600,000 1,000,000 (the “Basket Amount”), in which event and the Buyer Indemnified Parties shall only be entitled to indemnification for the amount of such Damages in excess of to the extent such Damages exceed the Per-Claim Basket and the Basket Amount. For purposes of ; provided, however, that the limitations in this Section 9.4(b)11.4(b) shall not apply (i) to any indemnification obligations arising from the Fundamental Representations, if or (ii) in the aggregate amount case of Damages fraud or intentional breach with respect to a claim for indemnification by this Agreement or the Buyer Indemnified Parties does not exceed the Per Claim Basket, then such Damages shall be disregarded when determining if the Basket Amount has been mettransactions contemplated hereby.