Common use of Indemnifiable Damage Threshold; Other Limitations Clause in Contracts

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 the Indemnified Person may make a claim against the Holdback Fund in respect of any claim for Indemnifiable Damages Persons shall not be entitled to indemnification hereunder (other than claims directly 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 breach of any of the Special Representations or with respect to claims pursuant to clauses (iii) - (ix) of Section 8.2(a); provided, however, that for claims pursuant to clause (iii) of Section 8.2(a) for breaches of Sections 4.1(g) or 4.1(h) for failure to notify Acquirer of breaches of representations and warranties, only the failure to notify Acquirer of breaches of Special Representations shall be true and correct as aforesaiddeemed to satisfy the foregoing) unless and until a Claim Certificate (together with any other delivered Claim Certificates) describing the aggregate amount of Indemnifiable Damages for claims other than those set forth in clauses (i) and (ii) in an aggregate amount hereunder is greater than $300,000 100,000 (the “Basket”) has been delivered); provided, in which case that if and when the aggregate amount of Indemnifiable Damages exceeds the Basket, the Indemnified Person Persons may make claims for indemnification, compensation and reimbursement indemnification and may receive cash from the Holdback Escrow Fund for all Indemnifiable Damages (including the amount of the Basket), subject to the other limitations set forth in this Article IX. The Basket shall not apply to any other Indemnifiable Damages or claims thereforVIII.

Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained hereinherein but subject to the last sentence of this Section 8.3(a), no Converting Holder shall be required to make any indemnification payment for Indemnifiable Damages if and to the extent resulting, directly or indirectly, from the matters listed in Section 8.2(a)(i) unless and until the total amount of all Indemnifiable Damages to which the Threshold applies exceeds an amount equal to $3,500,000 (the “Threshold”) in the aggregate. If such Indemnifiable Damages exceed the Threshold, then the Indemnified Person may make a claim against claims for indemnification for such matters and may receive cash from the Holdback Escrow Fund for all Indemnifiable Damages with respect to such matters without regard to the Threshold, subject in respect of any claim all cases to the limitations set forth in this Article VIII. Notwithstanding the foregoing, this Section 8.3(a) shall in no way limit, and the Threshold shall not apply to, an Indemnified Person’s right to indemnification for Indemnifiable Damages arising out ofif and to the extent resulting, resulting directly or indirectly, 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, Fraud 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 thereforcorrect.

Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained herein, no Indemnified Person may make a claim against the Holdback Escrow Fund or exercise the Set-Off Right 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 (iiiii) of Section 9.2(a) (other than claims arising out of, resulting from or in connection with (i) Fraudintentional fraud, intentional misrepresentation or willful misconduct by or on behalf of Jiff in connection with this Agreement or the Company or by such Selling Stockholder, Transactions 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 $300,000 650,000 (the “Basket”) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement and may receive cash shares of Castlight Class B Common Stock from the Holdback Escrow Fund or exercise the Set-Off Right 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 thereforSpecial Claims.