Common use of Indemnification Basket Clause in Contracts

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 Selling Shareholder and the Company as a group or the Purchaser, as applicable, are responsible under this Agreement exceeds Ten Thousand Dollars ($10,000)(the “Basket”); provided that once this Basket amount is exceeded for the Selling Shareholder and the Company as a group or the Purchaser, 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 the 6.5.2 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 Selling Shareholder of any representation or warranty contained in Section 3.2 hereto.

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 Selling Shareholder Original Shareholders and the Company Shengtai as a group or the PurchaserBio-One, as applicable, are responsible under this Agreement exceeds Ten Thousand Dollars $200,000 ($10,000)(the “the "Basket”"); provided that once this Basket amount is exceeded for the Selling Shareholder Original Shareholders and the Company Shengtai as a group or the PurchaserBio-One, 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 the 6.5.2 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 Selling Shareholder the Original Shareholders of any representation or warranty contained in Section 3.2 hereto.

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 Selling Shareholder Gooden and the Company A1 as a group or the PurchaserXxxxxxield, as applicable, are responsible under this Agreement exceeds Ten Thousand Dollars ($10,000)(the “10,000) (the "Basket”"); provided that once this Basket amount is exceeded for the Selling Shareholder Gooden and the Company A1 as a group or the PurchaserXxxxxxield, 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 the 6.5.2 Section 9.5.2 -42- 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 Selling Shareholder Gooden or Ingarfield of any representation xxxxxxentation or warranty contained in Section Sections 3.2 and 4.2 hereto.

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 Selling Shareholder Shareholders and the Company DNA Sciences as a group or the PurchaserGVEC, as applicable, are responsible under this Agreement exceeds Ten Thousand Dollars $50,000 ($10,000)(the “the "Basket”"); provided that once this Basket amount is exceeded for the Selling Shareholder Shareholders and the Company DNA Sciences as a group or the PurchaserGVEC, 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 the 6.5.2 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 Selling Shareholder the Shareholders of any representation or warranty contained in Section 3.2 hereto.