Common use of Claims Basket Clause in Contracts

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. The 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 11.2(a)(i9.2(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 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 Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(a)(i9.2(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 Basket9.2(a)(i) exceeds $1,000,000 600,000 (the “Basket Amount”), and in which event the Buyer Indemnified Parties shall only be entitled to indemnification for the amount of such Damages to the extent such Damages exceed the Per-Claim Basket and in excess of the Basket Amount; provided, however, that the limitations in . For purposes of this Section 11.4(b) shall not apply (i) to any indemnification obligations arising from 9.4(b), if the Fundamental Representations, or (ii) in the case aggregate amount of fraud or intentional breach Damages with respect to this Agreement or a claim for indemnification by the transactions contemplated herebyBuyer 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. The Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 11.2(a)(i) with respect to any claim (except for claims based on fraud, intentional or series knowing misrepresentation or willful breach, and except for claims for breaches of similar or related claimsFundamental Representations) 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) Losses incurred by the Buyer Indemnified Parties for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 11.2(a)(ithis Article XI exceeds a dollar amount equal to the product of (A) three quarters of one percent (excluding claims or series of related or similar claims involving amounts below 0.75%) multiplied by (B) the Per-Claim BasketBase Shares multiplied by (C) exceeds $1,000,000 the Buyer Share Price (the “Basket Amount”), and the Buyer Indemnified Parties shall only be entitled to indemnification for such Damages Losses to the extent such Damages Losses exceed the Per-Claim Basket and the Basket Amount; provided, however, that the limitations in this Section 11.4(b) . The Seller Indemnified Parties shall not apply (i) be entitled to any indemnification obligations arising from the Fundamental Representations, or (ii) in the case of fraud or intentional breach with respect pursuant to this Agreement or Article XI unless and until the transactions contemplated herebyaggregate amount of all Losses incurred by the Seller Indemnified Parties 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 Basket Amount.

Claims Basket. The Buyer Acquiror Indemnified Parties shall not be entitled to indemnification pursuant to Section 11.2(a)(i) this Article XII with respect to any claim (or series of similar or related claims) for indemnification Indemnification Claim unless and until the amount of Damages (excluding costs and expenses of the Buyer 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 similar or related claims) claims exceeds $25,000 40,000 (the “Per-Claim Basket”). Except with respect to indemnification for Damages that relate to any breach of a Fundamental Representation, and the Buyer Acquiror Indemnified Parties shall only be entitled to indemnification pursuant to Section 11.2(a)(i12.2(a)(i) to the extent the aggregate amount of all Damages (excluding costs and expenses of the Buyer Acquiror Indemnified Parties incurred in connection with making such claim under this Agreement) incurred by the Buyer Acquiror Indemnified Parties for which the Buyer Acquiror Indemnified Parties are (or, in the absence of the preceding sentence, would have been) 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 Basket12.2(a)(i) exceeds $1,000,000 2,000,000 (the “Basket Amount”), and the Buyer Acquiror 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.