Common use of Indemnification Basket Clause in Contracts

Indemnification Basket. MEI and Sub 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 and Sub together 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 and/or Sub in their entirety. Notwithstanding the foregoing, the Threshold shall not be available for any wilful breach of any representation or warranty.

Indemnification Basket. MEI and Sub 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 and Sub together 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 and/or Sub in their entirety. Notwithstanding the foregoing, the Threshold shall not be available for any wilful breach of any representation or warranty.