Dollar Limitations - Minimum. Neither Seller, on the one hand, nor Purchaser or Parent, on the other hand, shall be liable to the other (or to the other Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be) for indemnification under Section 8.1, unless and until the aggregate Damages incurred by such party exceeds $250,000 (the “Basket Amount”); provided, however, that in the event that such Damages exceed the Basket Amount Seller, on the one hand, and Purchaser and Parent, on the other hand, as the case may be, shall, subject to the limitations set forth in this Article 8 shall, fully indemnify the Purchaser Indemnified Parties or the Seller Indemnified Parties, as the case may be, for all Damages incurred by such Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, from dollar one (1). Notwithstanding the foregoing, the Basket Amount shall not apply to Damages arising as a result of (i) any intentional misrepresentation or fraud by Seller, Purchaser or Parent, (ii) any breach of any Title/Organization/Authority Representations, (iii) any Tax Claims, (iv) any Post-Closing Covenant Claim, (v) any Excluded Liabilities Claim, (vi) any amounts due pursuant to the Purchaser Note #1, (vii) any amounts due pursuant to Purchaser Note #2, (viii) any amounts due pursuant to Section 3.2 hereof, (ix) any breach of the representations of Purchaser or Parent in Sections 6.1 or 6.2, or (x) any claim under Section 8.1(a)(iii) or Section 8.1(b)(iii) (the “Basket Exceptions”).
Dollar Limitations - Minimum. Neither the Seller nor the Purchaser shall be liable to the other for indemnification under Section 11.1 for breach or nonfulfillment of any representation, warranty or covenant of the other party unless and until the aggregate Damages incurred by such party exceeds $1,000,000 (the “Threshold”) whereupon the full amount of such Damages from the first dollar shall be recoverable in accordance with the terms hereof, except for liability (i) for breach of any Fundamental Representation, (ii) for the Tax Matters, (iii) for claims for indemnification made by the Seller against the Purchaser with respect to the matters set forth in Section 10.10, or (iv) for claims for indemnification made by the Purchaser against the Seller with respect to the matters set forth in Section 10.17, as to which the Threshold shall not apply. Notwithstanding the foregoing, no claim for indemnification due to a breach of representation or warranty or covenant may be made pursuant to this Article 11 for any claim (or related group of claims) unless the amount of such claim or group of related claims shall exceed Twenty-Five Thousand Dollars ($25,000), and if such claim or group of related claims does not exceed such amount, the amount of such claim or group of related claims shall not be considered Damages and shall not be taken into account in determining whether or not or to the extent to which the deductible has been exceeded; provided, that such Twenty-Five Thousand Dollars ($25,000) minimum shall not apply to liability for (i) a breach of any Fundamental Representation, (ii) the Tax Matters or (iii) a claim for indemnification made by the Purchaser against the Seller with respect to matters set forth in Section 10.17.
Dollar Limitations - Minimum. The Seller shall not be required to provide indemnification to any Buyer Group Member pursuant to Section 10.1(c) unless the aggregate amount of Losses and Expenses incurred by the Buyer Group Members pursuant to such provision exceeds $285,000 in the aggregate (the “Basket”), in which case the Buyer Group Members shall be entitled to recover for all Losses and Expenses so identified without regard to the Basket. The Buyer shall not be required to provide indemnification to any Seller Group Member pursuant to Section 10.2(c) unless the aggregate amount of Losses and Expenses incurred by the Seller Group Members pursuant to such provision exceeds the Basket, in which case the Seller Group Members shall be entitled to recover for all Losses and Expenses so identified without regard to the Basket.
Dollar Limitations - Minimum. Sellers shall not be liable to Purchaser for indemnification under Section 8.02 (other than Section 8.02(b)(iv), (v), (vi), (vii) and (viii)) for breach of any representation or warranty or covenant unless and until, and then only to the extent that, the aggregate Damages incurred by Purchaser and the Company exceed the sum of $500,000. Purchaser shall not be liable to Sellers for indemnification under Section 8.02 for breach of any representation or warranty unless and until, and then only to the extent that, the aggregate Damages incurred by Sellers exceed the sum of $500,000.
Dollar Limitations - Minimum. Neither Sellers, on the one hand, nor Purchaser, on the other hand, shall be liable to the other for indemnification under Section 10.1 for a claim for breach of any representation or warranty of the other party unless and until the aggregate Damages incurred by such party as a result of all breaches of all such representations and warranties (other than the Excluded Warranties) exceeds $500,000 (the “Basket”), provided that in the event that the amount of Damages incurred by such party exceed the Basket, such party shall be indemnified by the other party only for the amount of such Damages that is in excess of $50,000. This Section 10.2(b), and the limitations set forth herein, shall not apply to Damages relating to or arising out of (a) any misrepresentation or breach of warranty set forth in Article 4, the first sentence of Section 5.1(a), 5.1(b), 5.2, 5.7(a), the first sentence of 5.8(b), 5.19, 6.1, 6.2, 6.3, 6.4, 6.5, or 6.6 (each such warranty an “Excluded Warranty”) (b) Fraud Claims, (c) any breach of the covenants of any Seller, Purchaser or the Seller Representative in this Agreement or the Escrow Agreement, (d) any claim under Section 10.1(a)(iii), (iv) or (v) or (e) any Excluded Business Tax Claim relating to the use by the Company of net operating losses generated by CIMA.
Dollar Limitations - Minimum. Seller Parties shall not be liable to Purchaser for indemnification under Section 10.1 for breach or nonfulfillment of any representations, warranties or covenants of the Seller Parties or the Company unless the amount of direct Damages (exclusive of indirect costs such as investigation or attorneys’ fees solely related to such investigation as to the existence of a breach) incurred by the Purchaser as a result of any breach or nonfulfillment exceeds in the aggregate the sum of $1,500,000, and then only to the extent that such Damages exceed such sum. The limitations set forth in the preceding sentence shall not apply to Damages resulting from Fraud Claims, Excluded Claims or any breach by the Seller Parties of any covenant to be performed by them under the terms of this Agreement.
Dollar Limitations - Minimum
