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

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.