Deductible Threshold Sample Clauses

Deductible Threshold. The Parent Indemnitees shall not be entitled to be indemnified for Parent Indemnifiable Losses pursuant to Section 11.2(a)(i) and Sections 11.2(a)(iv)-(xii) unless and until the aggregate amount of all such Parent Indemnifiable Losses exceeds $2,000,000 (the “Deductible Threshold”); provided, however, that the Parent Indemnitees shall not be entitled to be indemnified pursuant to Section 11.2(a)(i) and Sections 11.2(a)(iv)-(xii) for any Losses with respect to any individual items or matter unless the amount thereof exceeds $20,000 (the “De Minimis Threshold”), and if the De Minimis Threshold is not exceeded with respect to any individual Loss, then none of the Losses with respect to such item or matter will count toward satisfying the Deductible Threshold. Notwithstanding the foregoing, the Deductible Threshold and De Minimis Threshold shall not apply to (and the Parent Indemnitees shall be entitled to be indemnified for all Parent Indemnifiable Losses relating to) any claims asserted under Section 11.2(a)(i) insofar as such claims relate to (1) any breach of a Company Fundamental Representation, (2) any breach of the representations set forth in clauses (a)-(c) of Section 7.2 (or, in the case of clauses (1) and (2), to the extent related to any such representations and warranties, any breach of any certificate delivered by or on behalf of the Company to Parent prior to or at the Closing in connection with this Agreement), (3) the certification in the Company Closing Certificate relating to the matters set forth in Section 10.1(a)(xviii) and Section 10.1(a)(xix), or (4) any claims asserted under Section 11.2(a)(ii), Section 11.2(a)(iii) and Section 11.2(a)(xiii). Parent Indemnifiable Losses from any claims to which the Deductible Threshold does not apply shall not be considered in the calculation of the Deductible Threshold. Subject to the foregoing, after the Deductible Threshold is exceeded, the Parent Indemnitees shall be entitled to be paid the entire amount of any Parent Indemnifiable Losses pursuant to Section 11.2(a)(i) and Sections 11.2(a)(iv)-(xii) in excess of (but not including) the Payment Indemnifiable Losses previously included in the calculation of the Deductible Threshold, subject to the other limitations on recovery and recourse set forth in this Agreement.