Indemnification Basket. MEI shall not be obligated to indemnify the Investor Indemnitees pursuant to this Article 12 for any Damages resulting from any breaches of representations and warranties in this Agreement (which breaches and resulting Damages shall be determined, solely for the purposes of this Section 12.3 as though any materiality limitations in such representations and warranties did not exist), unless (i) the Damages arising from any such breach or series of related breaches and incurred by the Investor Indemnitees exceeds $35,000 only in which such case shall such Damages be counted towards the Threshold, and (ii) the aggregate of all such Damages counted towards the Threshold and incurred by the Investor Indemnitees exceeds $1,000,000 (the "Threshold"), in which event MEI shall be liable for all Damages in excess of the Threshold claimed by the Investor Indemnitees; provided, however, that Damages recoverable by the Investor Indemnitees for breaches of the representations and warranties contained in Sections 2.1 (other than subsection 2.1(c)(2)), 2.2 (other than subsection 2.2(a)(3)), 2.6 and 2.14 shall not be subject to the Threshold and shall be paid by MEI in their entirety. Notwithstanding the foregoing, the Threshold shall not be available for any wilful breach of any representation or warranty.
Indemnification Basket. No party shall have any liability hereunder for Indemnified Losses after Closing, with respect to a breach of the representations and warranties contained herein, until the aggregate of all Indemnified Losses for which the Shareholders and DNA Sciences as a group or GVEC, as applicable, are responsible under this Agreement exceeds $50,000 (the "Basket"); provided that once this Basket amount is exceeded for the Shareholders and DNA Sciences as a group or GVEC, as applicable, the responsible party or parties shall be responsible for all Indemnified Losses, from the first dollar as if such Basket never existed; and further provided that this Section 9.5.3 shall not limit in any respect indemnity claims: (i) based upon fraud, intentional breach or misrepresentation; (ii) arising from a breach by the Indemnitor of any covenant contained in Sections 2.2 and 2.3 hereof; or (iii) arising from a breach by the Shareholders of any representation or warranty contained in Section 3.2 hereto.
Indemnification Basket. No indemnification payment by a indemnifying party with respect to any indemnifiable Losses payable under this Section 8.2 shall be payable until such time as the indemnifiable Losses have an aggregated cumulative amount which equals or exceeds US$10,000 (the “Basket Amount”), after which time such Indemnifying Party shall be liable in full for the accumulated indemnifiable Losses subject to the provisions of this Article VIII.
Indemnification Basket. Notwithstanding the other provisions of this Section 7, the Company shall have liability to any Purchaser Entity with respect to any claims under this Agreement only if the sum of the Purchaser Entities' Losses related to such breaches exceed $250,000 in the aggregate (the "Basket"), after which the Purchaser Entities shall be fully indemnified for all such Losses, including the amount of the Basket. Notwithstanding the foregoing, the Basket shall not apply to, and the Purchaser Entities shall be entitled to indemnification without regard to satisfaction of the Basket with respect to claims for gross negligence, willful misconduct or fraud.
Indemnification Basket. No duty of indemnification shall arise under Section 14 of this Agreement unless and until the amount of Damages of the Indemnified Party exceeds one percent (1%) of the aggregate Stock Purchase Consideration and then such liability shall be limited to Damages in aggregate in excess of one percent (1%) of the aggregate Stock Purchase Consideration.
Indemnification Basket. In seeking indemnification for Damages under this ARTICLE VIII, the Buyer Indemnified Parties shall make no Claim against the Escrow Fund for Damages unless and until the cumulative aggregate of such Claims exceeds $150,000 (the “Basket Amount”), after which the Buyer Indemnified Parties shall be entitled to seek indemnification for all such Claims, provided, however, that Claims in respect of any breach of the representations and warranties set forth in Section 2.15 and Section 4.5, the obligations of the Partners under Section 1.8 and the obligations of DWHP under Section 7.6 shall not be subject to the Basket Amount limitation, and such Claims shall not count toward satisfaction of the Basket Amount for purposes of other Claims for recovery of Damages. Buyer’s sole remedy in respect of Claims for indemnification, except as otherwise set forth herein, shall be limited to the Escrow Fund.
Indemnification Basket. Any of the foregoing notwithstanding, no party will have any right to indemnification unless and until the aggregate damages indemnifiable by the indemnifying party exceed One Hundred Fifty Thousand Dollars ($150,000.00) and thereafter will be entitled to the full extent of the damages including the first One Hundred Fifty Thousand Dollars ($150,000.00).
Indemnification Basket. Notwithstanding anything to the contrary contained herein, IMNET will assert no claim against the Stockholders under this Article 7 until the total of all Section 7.1 Indemnified Claims equals or exceeds in the aggregate $50,000 (the "Base Amount"), at which time all Section 7.1 Indemnified Claims in excess of the Base Amount may be claimed in full and, if indemnifiable under this Article 7, shall be indemnified in full.
Indemnification Basket. (a) The provisions for indemnity contained in Section 6.1(a)(i) shall become effective only in the event that the aggregate amount of all Agreed Claims for which Xxxxxxxxx Inc. and Xxxxxxxxx are liable under this Article VI exceeds in the aggregate $500,000 (the “Indemnification Basket”), and then only for the amount by which such Agreed Claims exceed the Indemnification Basket; provided, however, that once Agreed Claims with respect to WEST\229704094.6 #PageNum# indemnification from and against Damages arising, directly or indirectly, from or in connection with any inaccuracy in any of the warranties or representations of Xxxxxxxxx Inc. contained in Section 2.8 (Taxes) or Section 6.1(a)(iii) exceed the Indemnification Basket, Purchaser shall be entitled to indemnification for such Agreed Claims for the aggregate amount of all such Agreed Claims, regardless of the Indemnification Basket, and provided, further, that the Indemnification Basket shall not apply to any claim for indemnification from and against Damages arising, directly or indirectly, from or in connection with: (i) any inaccuracy in any of the warranties or representations of Xxxxxxxxx Inc. contained in Sections 2.1 (Title), 2.2 (Organization and Authority), 2.3 (Capitalization), 2.4 (No Conflict; Consent), 2.5 (Validity and Enforceability), 2.7 (No Other Activities), or (ii) any fraud or intentional misrepresentation by the Indemnitor.
(b) The provisions for indemnity contained in Section 6.1(b)(i) shall become effective only in the event that the aggregate amount of all indemnifiable damages for which Purchaser is liable under this Article VI exceeds the Indemnification Basket, and then only for the amount by which such indemnifiable damages exceed the Indemnification Basket; provided, however, that the Indemnification Basket shall not apply to any claim for indemnification from and against Damages arising, directly or indirectly, from or in connection with (i) any inaccuracy in any of the warranties or representations of Purchaser contained in Sections 3.1 (Organization), 3.2 (Authority Relative to this Agreement) or 3.3 (No Conflict; Consent) or (ii) any fraud or intentional misrepresentation by the Purchaser.
Indemnification Basket. Notwithstanding anything contained herein, neither party shall be entitled to indemnification for any breach of a representation or warranty hereunder unless the aggregate of all amounts to which such party shall be entitled hereunder exceeds Twenty-Five Thousand Dollars ($25,000), in which case such party shall be entitled to an amount by which its damages exceed such amount.
