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 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 make a claim against the Indemnity 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(a8.2(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 Indemnifying Holder 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 $85,000 500,000 (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 Indemnity 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 make a claim against the Escrow Indemnification 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) or (ii) of Section 9.2(a8.2(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 Converting Holder or (ii) any failure of any of the Special Representations to be true and correct as aforesaid) aforesaid unless and until a Claim Certificate (together with any other concurrently delivered Claim Certificates) describing Indemnifiable Damages in an aggregate amount greater than $85,000 150,000 (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 Indemnification Holdback Fund for all Indemnifiable Damages (including the amount of the Basket). The Basket shall not apply to any other Indemnifiable Damages or claims therefor.