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 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 to the contrary contained herein, no Indemnified Person may be entitled to recover hereunder make a claim in respect of any claim for Indemnifiable Damages relating to or arising out of, resulting from or in connection with of the matters listed in clauses (i) or (ii) of Section 8.2(a5.2(a) (other than claims relating to or arising out of, resulting from of (i) Fraud or in connection with (ii) any failure of any of the Special Fundamental 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) describing Indemnifiable Damages in an aggregate amount greater than $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 Acquirer Common Stock from the Escrow 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.

Indemnifiable Damage Threshold; Other Limitations. (a) Notwithstanding anything to the contrary contained herein, no Indemnified Person Party may be entitled to recover hereunder make a claim in respect of any claim for Indemnifiable Damages arising out of, resulting from or in connection with the matters listed in clauses (ia) or (iib) of Section 8.2(a) 8.2 (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 aforesaidRepresentations) unless and until the Indemnified Persons have suffered an Officer’s Certificate (together with any other delivered Officers’ Certificates) describing Indemnifiable Damages in an aggregate amount greater than $3,000,000 450,000 (the “Basket”) and a Claim Certificate (together with any other delivered Claim Certificates) has been delivered, delivered in which case the Indemnified Person Party may make claims for indemnification, compensation and reimbursement indemnification and may receive cash shares of Acquiror Common Stock 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. (at) Notwithstanding anything to the contrary contained herein, no Indemnified Person may be entitled to recover hereunder make a claim 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 aforesaidRepresentations) 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) describing Indemnifiable Damages in an aggregate amount greater than $500,000 (the “Basket”) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement indemnification and may receive cash shares of Acquirer Common Stock 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 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 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 aforesaidRepresentations) 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) describing Indemnifiable Damages in an aggregate amount greater than $5,000,000 (the “Basket”) has been delivered, in which case the Indemnified Person may make claims for indemnification, compensation and reimbursement indemnification and may receive cash or shares of Acquirer Common Stock 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.