Damages Threshold. Notwithstanding the foregoing, Buyer may not receive any amount of the Escrow Consideration from the Escrow Fund unless and until a certificate signed by an officer of Buyer (an “Officer’s Certificate”) identifying Damages in the aggregate amount in excess of $100,000 has been delivered to the Depository Agent and such amount is determined pursuant to this Section 11 to be payable, in which case Buyer shall receive Escrow Consideration equal in value to the full amount of such Damages without deduction up to the aggregate amount of Escrow Consideration held in the Escrow Fund. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Acquiror shall be disregarded.
Damages Threshold. Notwithstanding anything to the contrary herein, neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover, or be indemnified for, Damages under either Section 6.1(a) or Section 6.2(a) of this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Selling Parties collectively exceeds $100,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parties shall only be entitled to recover for Damages in excess of such Damages Threshold, and then up to the Indemnity Cap (defined in Section 6.5(b) below), except with respect to any fraud or willful misconduct by the Company and/or the Stockholders or the Parent and/or the Buyer, as applicable, in connection with this Agreement.
Damages Threshold. Notwithstanding the foregoing, Acquiror may not receive any amount of the Escrow Cash from the Escrow Fund unless and until a certificate signed by an officer of Acquiror (an "Officer's Certificate") identifying Damages in the aggregate amount in excess of $50,000 has been delivered to the Escrow Agent and such amount is determined pursuant to this Section 8 to be payable, in which case Acquiror shall receive Escrow Cash equal in value to the full amount of such Damages without deduction. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Acquiror shall be disregarded.
Damages Threshold. Notwithstanding the foregoing, ----------------- Purchaser may not receive any Securities from the Escrow Fund unless and until a certificate signed by an officer of Purchaser (an "Officer's Certificate") --------------------- identifying Claims in the aggregate amount in excess of [***] has been delivered to the Escrow Agent and such amount is determined pursuant to the Escrow Agreement to be payable, in which case Purchaser shall receive Securities equal in value to the full amount of such Claims without deduction. In determining the amount of any Claims attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Purchaser shall be disregarded. In determining the number of any Securities to be delivered to Purchaser from the Escrow Fund, such Securities shall be deemed to have a value equal to the most recent price at which Purchaser sold at least [***] worth of --- shares of capital stock to venture capital investors, or, if Purchaser has sold shares of Common Stock to the public pursuant to an underwritten public offering under the Securities Act of 1933, as amended, the average closing price of Purchaser's Common Stock as quoted on The Nasdaq National Market (or other national exchange if so listed) for the five days prior to, but not including, the date on which it is determined that such Securities are to be delivered. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC.
Damages Threshold. With respect to any claim by a Purchaser Indemnified Party for indemnification under this Article VII, such Purchaser Indemnified Party may not seek indemnification with respect to any claim for Damages (i) until the sum of all Damages for which all Purchaser Indemnified Parties are entitled to indemnification under this Article VII equals or exceeds $3,000,000, whereupon each Purchaser Indemnified Party shall be entitled to seek indemnification with respect to all Damages incurred by it and (ii) if the aggregate amount of Damages for which indemnification has been provided under this Article VII, other than Damages arising out of a breach of a Surviving Representation, equals or exceeds $17,500,000.
Damages Threshold. Notwithstanding the foregoing, except as ----------------- provided in Section 4(b)(v) of the Escrow Agreement, Targeted may not claim any amount of the Indemnification Escrow Shares from the Escrow Fund unless and until a certificate signed by an officer of Targeted (an "Officer's --------- Certificate") identifying Damages in the aggregate amount in excess of $200,000 ----------- has been delivered to the Stockholders' Representative. If such amount is determined pursuant to this Article Eight to be payable, Targeted shall receive Indemnification Escrow Shares equal in value only to the full amount of such Damages. For purposes of determining the number of Indemnification Escrow Shares to be received by Targeted from the Escrow Fund pursuant to the terms of this Article Eight, each Indemnification Escrow Share shall have a value equal to the Merger Price (as defined in Section 1.6(g) of this Agreement).
Damages Threshold. Notwithstanding anything to the contrary herein, neither the Buyer Indemnified Parties nor the Seller Indemnified Parties shall be entitled to recover, or be indemnified for, Damages under either Section 6.1(a) or Section 6.2(a) of this Article VI unless and until the aggregate of all such Damages paid or payable by the Indemnifying Selling Parties collectively exceeds $100,000 (the “Damages Threshold”) and then, if such aggregate Damages Threshold is reached, the Parties shall only be entitled to recover for Damages in excess of such Damages Threshold, and then up to the Indemnity Cap (defined in Section 6.5(b) below), except with respect to (i) any fraud or willful misconduct by the Company and/or the Stockholders or the Parent and/or the Buyer, as applicable, in connection with this Agreement, (ii) any Excluded Liabilities or Pre-Closing Tax liabilities for which the Selling Indemnifying Parties are liable under Section 6.1(b), or (iii) any Assumed Liabilities for which the Buying Indemnifying Parties are liable under Section 6.2(b).
Damages Threshold. Notwithstanding the foregoing, Buyer may not receive any amount of the Escrow Consideration from the Escrow Fund unless and until a certificate or certificates signed by an officer of Buyer (each, an “Officer’s Certificate”) identifying Damages in the aggregate amount in excess of $[*****] (the “Escrow Threshold”) for claims under this Agreement together with claims submitted by an officer of SiS-US under the SiS-US Agreement have been delivered to the Escrow Agent and such amount is determined pursuant to this Section 10 to be payable, in which case upon the Escrow Termination Date Buyer shall be entitled to receive Escrow Consideration equal in value to the full amount of such Damages without deduction. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Buyer shall be disregarded.
Damages Threshold. Notwithstanding the foregoing, Offeror may not receive any amount of the Escrow Shares from the Escrow Fund unless and until a certificate -47- 52 signed by an officer of Offeror (an "Officer's Certificate") identifying Damages in the aggregate amount in excess of $100,000 has been delivered to the Escrow Agent and such amount is determined pursuant to this Section 8 and the terms of the Escrow Agreement to be payable, in which case Offeror shall receive Escrow Shares equal in value to the full amount of such Damages without deduction; provided, however, any amounts required to be paid by the Principal Shareholders as set forth in Sections 8.3(a)(ii), 8.3(a)(iii) or 12.13 shall not be subject to the above $100,000 threshold and may be paid, at Offeror's option, out of the Escrow Shares. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Offeror shall be disregarded.
Damages Threshold. Notwithstanding the foregoing, the Acquiror may not withhold any principal or interest due under the Notes unless and until a certificate signed by an officer of Acquiror (an "Officer's Certificate") identifying Damages in the aggregate amount in excess of $50,000 has been delivered to the Target Stockholder Representative, in which case Acquiror shall be able to offset and withhold from the principal and interest due under the Notes an amount equal to the difference between the full amount of such Damages and $50,000 provided, however, that the limitations set forth in this section 8.4 shall not apply to claims in respect of fraud or intentional misrepresentation. In determining the amount of any Damages attributable to a breach, any materiality standard contained in a representation, warranty or covenant of Target shall be disregarded. Target's aggregate indemnification liability at any point hereunder shall be limited to twenty percent (20%) of the total Merger Consideration paid (i.e. 20% of the aggregate Cash Consideration paid and 20% of the Note Consideration.) For example, if $800,000 of additional Cash Consideration and $1,700,000 of additional Note Consideration is paid pursuant to the Restructuring Agreement, Target's indemnification liability shall be equal to $4,800,000 (20% of the sum of $18,000,000 in total Cash Consideration paid plus $6,000,000 in Note Consideration) and if an additional $1,000,000 of Additional Consideration is later paid pursuant to the Restructuring Agreement Target's indemnification liability (which may include liability for breaches prior to such increase) shall be increased by $200,000 to a total of $5,000,000.
