Damage Threshold. 42 Section 10.4
Damage Threshold. (a) Notwithstanding Section 7.1, the Buyer may not receive any shares from the Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 7.5 below) and identifying the requirements of Section 7.5(a)(ii) and identifying Damages has been delivered to the Escrow Agent as provided in Section 7.5 below and such amount is determined pursuant to this Article VII to be payable, in which case the Buyer shall receive shares equal in value to the full amount of Damages.
Damage Threshold. Notwithstanding the foregoing, Parent may not receive any shares from the Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 10.4 below) identifying Damages the aggregate amount of which exceeds $100,000 has been delivered to the Escrow Agent as provided in Section 10.4 below and such amount is determined pursuant to this Article 10 to be payable, in which case Parent shall receive shares equal in value to the full amount of the Damages; provided, however, that in no event shall Parent receive more than the Escrow Shares.
Damage Threshold. (a) Notwithstanding Section 8.2, Acquiror may not receive any shares from the Escrow Fund with respect to the indemnification obligations of the shareholders of Target set forth in Section 8.2(a)(i) unless and until an Officer's Certificate or Certificates (as defined in Section 8.5 below) satisfying the requirements of Section 8.5(a)(ii) and identifying Damages has been delivered to the Escrow Agent as provided in Section 8.5 below and such amount is determined pursuant to this Article VIII to be payable, in which case Acquiror shall receive shares equal in value to the full amount of Damages; provided, however, that in no event shall Acquiror receive more than 10% of the shares of Acquiror Common Stock issued at the Closing.
Damage Threshold. Notwithstanding the foregoing, Acquiror may not receive any payment from the Escrow Fund unless and until an Officer's Certificate (as defined in Section 8.6 below) identifying Damages the aggregate amount of which exceeds $250,000 has been delivered to the Escrow Agent and the Stockholders' Agent as provided in Section 8.6 below and such amount is determined pursuant to this Article VIII to be payable, in which case Acquiror shall receive payment equal in value to the full amount of Damages. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Acquiror shall be disregarded.
Damage Threshold. Notwithstanding the foregoing, Acquiror may not receive any shares from the Escrow Fund unless and until an Officer's Certificate (as defined in Section 8.6 below) identifying Damages the aggregate amount of which exceeds $250,000 (the "Escrow Basket") has been delivered to the Escrow Agent as provided in Section 8.6 below and such amount is determined pursuant to this Article VIII to be payable, in which case Acquiror shall receive shares equal in value to the full amount of Damages. In determining the amount of any Damage attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Acquiror shall be disregarded.
Damage Threshold. 42 SECTION 10.4
Damage Threshold. Notwithstanding the foregoing, the Former Target Stockholders shall have no liability under Section 10.1 and Acquiror may not receive any shares from the Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 10.5 below) for an aggregate amount of Acquiror's Damages in excess of $125,000 has been delivered to the Stockholders' Agents and to the Escrow Agent; PROVIDED, HOWEVER, that after an Officer's Certificate or Certificates for an aggregate of $125,000 in Damages has been delivered, Acquiror shall be entitled to receive Escrow Shares equal in value to the full amount of Damages identified in such Officer's Certificate or Certificates.
Damage Threshold. Notwithstanding the foregoing, the Former ---------------- Target Shareholders shall have no liability under Section 10.1 and Acquiror may not receive any shares from the Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 10.5 below) for an aggregate amount of Acquiror's Damages in excess of $425,000 has been delivered to the Securityholder Agents and to the Escrow Agent; provided, however, that after an -------- ------- Officer's Certificate or Certificates for an aggregate of $425,000 in Damages has been delivered, Acquiror shall be entitled to receive Escrow Shares equal in value to the full amount of Damages identified in such Officer's Certificate or Certificates; and provided further, however, that $425,000 threshold amount -------- ------- ------- contemplated by this Section 10.3 shall not be applicable to claims made against the Escrow Fund (i) pursuant to a breach or alleged breach of any of the representations contained in Section 3.1, 3.2 and 3.3, (ii) in connection with Aggregate Transaction Expenses not reported in accordance with Section 5.7 or (iii) pursuant to claims related to Target Options or Target Restricted Shares, which claims in each case shall be subject to indemnification and reimbursement on a first dollar basis.
Damage Threshold. (a) Notwithstanding the foregoing, the Former RTI Stockholders shall have no liability under Section 10.1 and Mpath may not receive any shares from the Escrow Fund unless and until an Officer's Certificate or Certificates (as defined in Section 10.5 below) for an aggregate amount of Mpath's Regular Damages and Special IP Damages in excess of $100,000 has been delivered to the Stockholders' Agents and to the Escrow Agent; provided, however, that after an -------- ------- Officer's Certificate or Certificates for an aggregate of $100,000 in Regular Damages and Special IP Damages has been delivered Mpath shall be entitled, subject to the provisions of this Article X (including, without limitation, the provisions of Section 10.2), to receive Escrow Shares equal in value to the full amount of Regular Damages and/or Special IP Damages identified in such Officer's Certificate or Certificates.
