Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained herein, no Indemnified Person may make a claim against the Holdback Fund in respect of any claim for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i), (ii) or (iii) of Section 9.2(a) (other than claims arising out of, resulting from or in connection with (i) Fraud, intentional misrepresentation or willful misconduct by or on behalf of the Company or by such Selling Stockholder, or (ii) any failure of any of the Special Representations to be true and correct as aforesaid) unless and until a Claim Certificate (together with any other delivered Claim Certificates) describing Indemnifiable Damages for claims other than those set forth in clauses (i) and (ii) in an aggregate amount greater than $300,000 (the “Basket”) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement and may receive cash from the Holdback Fund for all Indemnifiable Damages (including the amount of the Basket), subject to the limitations set forth in this Article IX. The Basket shall not apply to any other Indemnifiable Damages or claims therefor.
Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained herein, no Indemnified Person may make a claim against the Escrow Fund in respect of any claim for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) or (ii) of Section 9.2(a) (other than claims arising out of, resulting from or in connection with (i) fraud, intentional misrepresentation or willful misconduct by or on behalf of the Company or such Company Securityholder or (ii) any failure of any of the Special Representations to be true and correct as aforesaid) unless and until a Claim Certificate (together with any other concurrently delivered Claim Certificates) describing Indemnifiable Damages in an aggregate amount greater than $85,000 (the “Basket”) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement and may receive cash equal to the Indemnifiable Damages in one or more Claim Certificates from the Escrow Fund for all Indemnifiable Damages (including the amount of the Basket). The Basket shall not apply to any other Indemnifiable Damages or claims therefor.
Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained herein, no Indemnified Person may be entitled to recover hereunder in respect of any claim for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (i) or (ii) of Section 8.2(a) (other than claims arising out of, resulting from or in connection with any failure of any of the Special Representations to be true and correct as aforesaid) unless and until the Indemnified Persons have suffered Indemnifiable Damages in an aggregate amount greater than $3,000,000 (the “Basket”) and a Claim Certificate (together with any other delivered Claim Certificates) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement and may receive cash from the Escrow Fund for all Indemnifiable Damages (including the amount of the Basket). The Basket shall not apply to any other Indemnifiable Damages or claims therefor.
Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything contained herein to the contrary, no Indemnified Person may make a claim for any cash from the General Escrow Fund in respect of any claim for indemnification that is made pursuant to clauses (i) and (ii) of the first sentence of Section 9.2(a) (and that does not involve fraud, willful breach or intentional misrepresentation by the Company or any Subsidiary, or any inaccuracy or breach of any of the representations and warranties in Section 2.14 (Taxes)), unless and until an Officer’s Certificate describing General Indemnifiable Damages paid or reasonably anticipated to be paid, as provided in Section 9.5(a), in an aggregate amount greater than $[***] (the “Threshold”) has been delivered, in which case the Indemnified Person may make claims for indemnification and may receive cash from the General Escrow Fund for all General Indemnifiable Damages (including the amount of the Threshold) paid by an Indemnified Person pursuant to and in accordance with the terms of this Agreement. Any Indemnified Person may make a claim for cash from the Separate Escrow Fund in respect of any claim for indemnification that is made pursuant to Section 9.2(b) without regard to the aggregate amount of the Separate Indemnifiable Damages.
Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything contained herein to the contrary, except with regard to claims involving (i) fraud or intentional misrepresentation by the Company or the Company Shareholder or (ii) any failure to be true and correct of any of the representations and warranties in Section 2.1 (Organization, Standing, Power and Subsidiaries), Section 2.2 (Capital Structure), Section 2.3(a) (Authority), Section 2.13 (Taxes) (the “Tax Representation”), Section 3.1 (Power and Capacity), Section 3.2 Enforceability; Non-Contravention Section 3.3(Title to Share) and Section 3.5 (Solvency); (the preceding eight sections, collectively, the “Special Representations”), no Indemnified Person may make a claim in respect of any claim for indemnification that may be made pursuant to clause (i) or (ii) of the first sentence of Section 9.2 unless and until a Claim Certificate (as defined below) describing Indemnifiable Damages in an aggregate amount greater than $500,000 (the “Aggregate Threshold”) has been delivered, in which case the Indemnified Person may make claims for indemnification and may exercise its Set-Off Rights for all Indemnifiable Damages (including the amount of the Aggregate Threshold).
Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything contained herein to the contrary, no Parent Indemnified Party may make a claim for any Indemnity Escrow Shares from the Escrow Fund in respect of any claim for indemnification that is made pursuant to clauses (i) or (ii) of Section 8.2(a) and that does not involve (i) fraud (which, for purposes of this Article 8 shall not include negligent misrepresentation), willful breach or intentional misrepresentation by the Company or any Company Stockholder, or (ii) any failure of any of the representations and warranties contained in Section 3.17 to be true and correct, unless and until a notice of an indemnification claim from the Parent Indemnified Party hereunder describing Losses in an aggregate amount greater than $250,000 (the “Threshold”) has been delivered, in which case the Parent Indemnified Party may make claims for indemnification and may receive Indemnity Escrow Shares from the Escrow Fund or indemnification hereunder, as the case may be, for all Losses (including the amount of the Threshold).
Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained herein, no Indemnified Person may make a claim in respect of any claim for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in Sections 9.1(a)(i) or 9.1(a)(ii) (other than claims arising out of, resulting from or in connection with (i) fraud or intentional misrepresentation by or on behalf of Seller or the Company or (ii) any failure of any of the Special Representations (as defined below) to be true and correct as aforesaid) unless and until a Claim Certificate (together with any other delivered Claim Certificates) describing Indemnifiable Damages in an aggregate amount greater than $2,000,000 with respect to claims for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in Sections 9.1(a)(i) or 9.1(a)(ii) (the “Basket”) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement for all Indemnifiable Damages (including the amount of the Basket). The Basket shall not apply to any other Indemnifiable Damages or claims therefor.
Indemnifiable Damage Threshold; Other Limitations. (a) Materiality standards or qualifications and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty, covenant, agreement or obligation (other than Section 2.4(a) and Section 2.5(b)) shall not be taken into account in determining whether a failure of such representation or warranty to be true or correct, or a breach of such covenant, agreement or obligation, exists or taken into account in determining the amount of any Indemnifiable Damages with respect to such failure or breach.
Indemnifiable Damage Threshold; Other Limitations. (a) If the Share Exchange is consummated, recovery from the Holdback Fund shall constitute the sole and exclusive remedy for the indemnity obligations under this Agreement for the matters listed in clauses (a) (b) and (f) of the first sentence of Section 9.2, except (i) in the case of fraud, intentional or willful breach or intentional misrepresentation by any Person, (ii) any failure of any of the representations and warranties contained in Section 2.2 (Capital Structure), Section 2.3(a) (Authority), and Section 2.11 (Taxes) and, with respect to each such Seller, the representations and warranties of such Seller contained in the Seller Representations (collectively, the “Fundamental Representations”) to be true and correct as aforesaid, and (iii) any failure of any of the representations and warranties contained in Section 2.10 (Intellectual Property) to be true and correct as aforesaid (the “IP Representations”).
Indemnifiable Damage Threshold; Other Limitations. 9.4.1. No Indemnified Person shall be entitled to indemnification pursuant to Sections 9.2.1 or 9.2.2 (and that does not involve fraud, willful breach or intentional misrepresentation by the Sellers, the Company or any Subsidiary, any inaccuracy or breach of any of the representations and warranties in Section 3.3 (Capital Structure), Section 3.4 (Title to Interest), 3.5 (Authority; Non-Contravention), Section 3.12 (Intellectual Property and Internet Practices) or Section 3.14 (Tax Matters), or breach of Section 6.4), or pursuant to Section 9.3, unless and until an Officer’s Certificate describing Indemnifiable Damages in an aggregate amount greater than $100,000 (the “Threshold”) has been delivered, in which case the Indemnified Person shall be entitled to indemnification for all Indemnifiable Damages in excess of the Threshold, subject to the limitations set forth in this Section 9.
