Common use of Indemnification Amounts Clause in Contracts

Indemnification Amounts. (a) An Indemnitor shall not have liability under Section 8.2 until the aggregate amount of Damages theretofore incurred by the Investor Indemnitees or the Company Indemnitees, as applicable, exceeds an amount equal to $12,500,000 (the "Damage Threshold"), in which case the Investor Indemnitees or the Company Indemnitees, as applicable, shall be entitled to all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject to Section 8.3(b) below. (b) No indemnification shall be payable by the Company to the Investor Indemnitees under Section 8.2(a) in amounts in the aggregate in excess of $90,000,000. (c) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate in excess of the product of (i) $90,000,000 and (ii) a fraction the numerator of which is the number of Shares acquired by such Investor at the Closing, and the denominator of which is the aggregate number of shares acquired by the Investors at the Closing. (d) The limitations on indemnification obligations set forth in this Section 8.3 shall not apply to Damages resulting from breaches of any covenants or agreements of the parties contained in this Agreement or in any of the other Transaction Documents. In addition, notwithstanding the provisions of paragraphs (a) and (b) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches by the Company of the representations and warranties made in Section 3.2.

Indemnification Amounts. (a) An Indemnitor Notwithstanding any provision to the contrary contained in this Agreement, the Indemnifying Party shall not have liability under Section 8.2 be obligated to indemnify the Indemnified Party for any Damages with respect to breaches of representations and warranties (i) unless and until the aggregate amount of Damages theretofore incurred by arising from or relating to any single circumstance or related circumstances exceeds $25,000 ("Covered Damages"), (ii) unless and until the Investor Indemnitees or amount of all such Covered Damages shall in the Company Indemnitees, as applicable, exceeds an amount aggregate equal to $12,500,000 12 million (the "Damage ThresholdDeductible"), and then only to the extent of such amount in excess of the Deductible, and (iii) to the extent that the amount of all such payments by the Indemnifying Party would exceed $150 million; provided, that this Section 7.3 shall not apply to any indemnification by the Seller for Damages relating to, arising out of or resulting from any breach of the representations and warranties contained in Sections 2.2, 2.3, 2.15, 2.19 and 3.2, which case indemnification shall not be limited in any respect or by or to any amount. For the Investor Indemnitees or sake of clarity, the Company Indemnitees, as applicable, parties expressly agree that the indemnification rights in Section 4.6 and Section 7.2 with respect to Litigation Damages shall not be entitled to all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject to the limits set forth in this Section 8.3(b) below7.3. (b) No indemnification shall be payable by the The Company to the Investor Indemnitees under Section 8.2(aMaterial Adverse Effect, Buyer Material Adverse Effect and materiality (or correlative meaning) qualifications included in amounts in the aggregate in excess of $90,000,000. (c) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate in excess of the product of (i) $90,000,000 and (ii) a fraction the numerator of which is the number of Shares acquired by such Investor at the Closing, and the denominator of which is the aggregate number of shares acquired by the Investors at the Closing. (d) The limitations on indemnification obligations set forth in this Section 8.3 shall not apply to Damages resulting from breaches of any covenants or agreements of the parties contained in this Agreement or in any of the other Transaction Documents. In addition, notwithstanding the provisions of paragraphs (a) and (b) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches by the Company of the representations and warranties made set forth in Article II or Article III shall have no effect on any provision in Section 3.27.2 concerning the indemnification of the Indemnified Parties with respect to such representations and warranties, each of which is given as though there were no Company Material Adverse Effect, Buyer Material Adverse Effect or materiality qualifications for purposes of such indemnification.

Indemnification Amounts. (a) An Indemnitor Seller shall not have liability under Section 8.2 Sections 8.2(a)(i) until the aggregate amount of Damages theretofore incurred by the Investor Indemnitees or the Company Indemnitees, as applicable, Buyer’s Losses attributable to indemnification claims for which a Claim Notice was properly delivered to Seller pursuant to Section 8.3 exceeds an amount equal to $12,500,000 4,200,000 (the "Damage Threshold"“Basket Amount”), in which case the Investor Indemnitees or the Company Indemnitees, as applicable, Buyer shall be entitled to all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject Losses attributable to Section 8.3(b) below. (b) No indemnification shall be payable by the Company claims in an amount up to the Investor Indemnitees under Section 8.2(a) in amounts $56,000,000 in the aggregate in excess (the “Cap Amount”); provided, however, that Seller shall be liable only for the amount by which all Losses (up to the Cap Amount) exceed the Basket Amount; provided, further, that no individual claim for payment of a Loss may be made under Section 8.2(a)(i) unless such claim (together with any related claims) is an amount of $90,000,000. 25,000 or greater (cthe “Individual Claim Threshold”). For purposes of this Article VIII (including determining whether a breach has occurred), the representations and warranties of Seller (other than Section 3.4, clause (ii) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate in excess of the product second sentence of Section 3.8, clauses (f) and (g) of the first sentence of Section 3.9, Section 3.17 and, solely for clarification, other than dollar thresholds) shall not be deemed qualified by any references to materiality or to Material Adverse Effect. Notwithstanding the foregoing, (i) $90,000,000 and (ii) a fraction the numerator of which is Individual Claim Threshold, the number of Shares acquired by such Investor at the Closing, Basket Amount and the denominator of which is the aggregate number of shares acquired by the Investors at the Closing. (d) The limitations on indemnification obligations set forth in this Section 8.3 Cap Amount shall not apply to Damages resulting from breaches of any covenants or agreements of the parties contained in this Agreement or in any of the other Transaction Documents. In addition, notwithstanding the provisions of paragraphs (a) and (b) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches by the Company claim for a breach of the representations and warranties made contained in Sections 3.1, 3.6(a) (only the first sentence thereof), 3.11, 3.15 and 3.17 and (ii) the Basket Amount shall not apply to any claim for a breach of the representations and warranties contained in Section 3.23.13 and the Individual Claim Threshold with respect to any such claim (together with any related claims) shall be deemed to be $10,000 or greater.

Indemnification Amounts. (a) An No Indemnitor (as defined below) shall not have liability under Section 8.2 7.2(a)(i) or 7.2(b)(i), as the case may be, until the aggregate amount of Damages theretofore incurred by the Investor one or more Indemnitees or the Company Indemnitees(as defined below) in respect of such Indemnitor, as applicablethe case may be, exceeds an amount equal to $12,500,000 U.S.$2,000,000 in the aggregate (the "Damage ThresholdDeductible"), in which case the Investor Indemnitees or the Company Indemnitees, as applicable, in respect of such Indemnitor shall be entitled to Damages in an aggregate amount up to (but not in excess of): (i) in the event that the Company is the Indemnitor, the Subscription Price, and (ii) in the event that any Subscriber is the Indemnitor, an amount equal to the product of (A) U.S. $1,000,000 and (B) the quotient obtained by dividing the number of Participating Shares purchased by such Subscribers by the total number of Participating Shares purchased by all of the Subscribers; provided, however, that the Indemnitor shall be liable only for the amount by which all Damages they have incurred of the Indemnitees in respect of such Indemnitor exceed the Deductible; and provided, further, that no individual claim for payment of Damages may be made under Section 7.2(a)(i) or (including without limitation Damages falling below b)(i) unless such claim (or the Damage Threshold), subject to Section 8.3(baggregate amount of related claims) belowis in an amount of U.S. $75,000 or greater. (b) No indemnification shall be payable by the Company to the Investor Indemnitees under Section 8.2(a) in amounts in the aggregate in excess of $90,000,000. (c) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate in excess of the product of (i) $90,000,000 and (ii) a fraction the numerator of which is the number of Shares acquired by such Investor at the Closing, and the denominator of which is the aggregate number of shares acquired by the Investors at the Closing. (d) The limitations on the indemnification obligations set forth in this Section 8.3 7.3 shall apply only to Section 7.2(a)(i) or 7.2(b)(i) and not apply to Damages resulting from breaches of any other covenants or agreements of the parties contained in this Agreement or in any of the other Transaction DocumentsAgreement. In addition, notwithstanding the provisions of paragraphs paragraph (a) and (b) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches by the Company of the representations and warranties made in Sections 3.3(c) and the last sentence of 3.3(a). (c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 3.27.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to "Material Adverse Effect" or other materiality qualifications (or correlative terms), including as expressed in accounting concepts, shall be disregarded.

Indemnification Amounts. (a) An Indemnitor Except as otherwise provided in this Section 8.4(a), (i) the Company shall not have any liability under Section 8.2 8.1(a)(i)(A) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $150,000 (the "Company Deductible"), at which time the Company shall be liable for the full amount of Damages theretofore incurred by the Investor Indemnitees or all Losses in excess of the Company IndemniteesDeductible and (ii) the Company's aggregate liability for Losses covered under Section 8.1(a)(i)(A) and Section 8.1(a)(i)(D) shall not exceed the Company Purchase Price; provided that, for purposes of this Section 8.4(a), Losses shall be measured without giving effect to any standard of materiality, Material Adverse Effect or dollar threshold contained in the representations and warranties of the Company contained in Article V. Notwithstanding the immediately preceding sentence, the Company shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 5.1 (Organization), Section 5.2 (Authorization), Section 5.3 (Capitalization), Section 5.4 (Officers and Directors), the last sentence of Section 5.7 (Indebtedness), the last sentence of Section 5.8 (Liens on Inventory), the last sentence of Section 5.9 (Liens on Accounts Receivable), the second sentence of Section 5.10(b) (title to Real Property), the second sentence of Section 5.10(c) (title to Personal Property), Section 5.15 (Environmental Matters), Section 5.17 (Taxes), Section 5.18 (Employee Benefits), or Section 5.25 (Brokers). (b) The Company shall not have any liability under Section 8.1(a)(i)(D) hereof until the aggregate of all Losses for which the Company is liable under such Section are in excess of $250,000 (the "EAW Deductible"), at which time the Company shall be liable for the full amount of all Losses in excess of the EAW Deductible. (c) Except as otherwise provided in this Section 8.4(c), (i) the Purchaser shall not have any liability under Section 8.2(a)(i)(A) hereof until the aggregate of all Losses for which the Purchaser is liable under such Section are in excess of $150,000 (the "Purchaser Deductible"), at which time the Purchaser shall be liable for the full amount of all Losses in excess of the Purchaser Deductible and (ii) the Purchaser's aggregate liability for Losses covered under Section 8.2(a)(i)(A) shall not exceed the sum of the Company Purchase Price, the Mackie Purchase Price and the Xxxxxxxx Purchase Price. Notwithstanding the immediately preceding sentence, the Purchaser shall be liable for the full amount of any and all Losses in respect of a breach of any of the representations and warranties contained in Section 2.2 (Authorization). (d) Except as otherwise provided in this Section 8.4(d), (i) the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, exceeds an amount equal to shall not have any liability under Sections 8.3(a)(i)(A) and (b)(i)(A) hereof until the aggregate of all Losses for which the Xxxxxx Xxxxxxx and the Xxxxxxxx Sellers, as applicable, are liable under such Sections are in excess of $12,500,000 150,000 (the "Damage ThresholdMackie/Xxxxxxxx Deductible"), in at which case time the Investor Indemnitees or Xxxxxx Xxxxxxx and the Company IndemniteesXxxxxxxx Sellers, as applicable, shall be entitled to liable for the full amount of all Damages they have incurred (including without limitation Damages falling below the Damage Threshold), subject to Section 8.3(b) below. (b) No indemnification shall be payable by the Company to the Investor Indemnitees under Section 8.2(a) in amounts in the aggregate in excess of $90,000,000. (c) No indemnification shall be payable by an Investor to the Company Indemnitees under Section 8.2 in amounts in the aggregate Losses in excess of the product of (i) $90,000,000 Mackie/Xxxxxxxx Deductible and (ii) a fraction the numerator of which is the number of Shares acquired by such Investor at the Closing, Xxxxxx Xxxxxxx' and the denominator of which is the Xxxxxxxx Sellers' aggregate number of shares acquired by the Investors at the Closing. (d) The limitations on indemnification obligations set forth in this liability for Losses covered under Section 8.3 shall not apply to Damages resulting from breaches of any covenants or agreements of the parties contained in this Agreement or in any of the other Transaction Documents. In addition, notwithstanding the provisions of paragraphs (a8.3(a)(i)(A) and (bb)(i)(A) aboveshall not exceed the Mackie Purchase Price or the Xxxxxxxx Purchase Price, as applicable. Notwithstanding the immediately preceding sentence, the limitations on Xxxxxx Xxxxxxx and the indemnification obligations Xxxxxxxx Sellers, as applicable, shall be liable for the full amount of the parties set forth therein shall not apply to breaches by the Company any and all Losses in respect of a breach of any of the representations and warranties made contained in Section 3.24.1 (Title), Section 4.2 (Authorization) or Section 4.4 (Brokers). (e) Any amount payable pursuant to this Article VIII shall be reduced by any amounts when, as and if actually received by the indemnified party under insurance policies, less the present value of any reasonably anticipated increase in insurance premiums on account of such Losses; provided that, nothing in this Agreement shall require any indemnified party to file a claim with or otherwise seek insurance coverage for any Losses it may suffer and for which it is entitled to indemnification pursuant to this Article VIII. (f) The parties hereto agree that the remedies provided in this Article VIII are the exclusive remedies for any breach of any representation or warranty under this Agreement, other than with respect to any fraudulent act or omission by a party hereto.