Indemnification Deductible. Neither the Stockholders, on the one hand, nor Quanta, Newco and the Surviving Corporation, on the other hand, shall be entitled to indemnification from the other under the provisions of Section 8.1(a) or Section 8.2(a), as the case may be, until such time as, and only to the extent that, the claims subject to indemnification by such other party exceed, in the aggregate, $325,000. Notwithstanding the foregoing, the limitations set forth in this Section 8.4 shall not apply to fraudulent misrepresentations.
Indemnification Deductible. Notwithstanding any provision of this Agreement to the contrary, neither Raptor Indemnified Parties nor BioMarin Indemnified Parties may recover any Losses from an indemnifying Party under Section 10.1 unless and until one or more such Losses exceed $50,000 in the aggregate (the “Deductible Amount”) and provided further that such Raptor Indemnified Party or BioMarin Indemnified Party, as the case may be, shall not be entitled to indemnification for the Deductible Amount.
Indemnification Deductible. Neither U.S. Concrete, Newco nor the Surviving Corporation shall be entitled to indemnification or other relief from the Stockholders under the provisions of Section 8.01(a) until such time as, and only to the extent that, the claims subject to indemnification by such other party exceed, in the aggregate, $100,760 when combined with the Leasing Merger Agreement and Dencor Stock Purchase Agreement. Notwithstanding the foregoing, the limitations set forth in this Section 8.05 shall not apply to fraudulent misrepresentations, the representation contained in Section 5.27 or the covenant contained in Section 7.10.
Indemnification Deductible. Notwithstanding anything to the contrary contained in this Agreement, except to the extent of any Losses sustained or incurred by any Indemnified Party directly or indirectly arising out of, resulting from or otherwise in respect of any fraud by any party hereto or any of its Affiliates or their respective Representatives, no party shall have any liability under Sections 7.02(a) and 7.03(a), unless and until the aggregate amount of the Losses sustained or incurred by an Indemnified Party that they would be entitled to recover exceeds $50,000.
Indemnification Deductible. The parties shall not be entitled to indemnification under the provisions of this Article VI for any breaches of representations, warranties or covenants by any other party for any individual claim less than $150,000 (the "Minimum Claim Amount"), and until such time as the total of all individual claims exceeding the Minimum Claim Amount, and are therefore subject to indemnification, exceed $750,000 (the "Deductible"), at which time the indemnified party will be entitled to indemnification for all amounts exceeding the Deductible.
Indemnification Deductible. The Indemnitees shall not be entitled to any indemnification payment under this Agreement unless and until the amount of Losses incurred by such Indemnitee exceeds $50,000, at which time such Indemnitee shall be entitled to recover the amount of Losses that exceeds $50,000 (the “Deductible”); provided, however, (A) breaches of the Fundamental Representations or any claims of Fraud or willful breach with respect to this Agreement and (B) indemnification pursuant to Section 5.2(a)(ii) through Section 5.2(a)(xi) (and Section 5.2(a)(xii) with respect thereto) and Section 5.8 shall not be subject to the Deductible.
Indemnification Deductible. Neither the Stockholders and the Company, on the one hand, nor PalEx and Newco, on the other hand, be shall be entitled to indemnification from the other under the provisions of SECTION 6.1(A) or SECTION 6.2(A), as the case may be, until such time as, and only to the extent that, the claims subject to indemnification by such other party exceed, in the aggregate, $500,000; PROVIDED, HOWEVER, that this SECTION 6.4 shall not apply to breaches of the representations set forth in the last sentence of SECTION 2.3(A) or in SECTION 3.4(C) or (D) or SECTION 10.4.
Indemnification Deductible. Notwithstanding anything contained in -------------------------- Section 11.3 of this Agreement to the contrary, no Seller or Xxxxxx shall be required to indemnify Buyer in respect of any Damages (other than Damages arising out of or constituting Retained Liabilities) covered by clause (i) of Section 11.3(a), (without consideration of breaches of or inaccuracies of any representation made by Sellers or Xxxxxx contained in Section 4.26) except to the extent the aggregate amount of all Damages exceeds $500,000, in which event Sellers and Xxxxxx will be required to indemnify Buyer for all Damages in excess of $500,000; provided, however, that (A) any Damages directly or indirectly -------- ------- arising out of or relating to gross negligence, willful misconduct or bad faith of any of the Sellers or Xxxxxx in so far as such Damages relate to representations that are qualified by knowledge and any Damages directly or indirectly arising out of or relating to fraud of any of the Sellers or Xxxxxx shall not be subject to the limitations of this Section 11.3(j) and (B) no Seller or Xxxxxx shall be required to indemnify Buyer in respect of any Damages directly or indirectly arising out of any breach of or inaccuracy contained in any representation made by Sellers or Xxxxxx in Section 4.26 hereof, except to the extent the aggregate amount of all Damages resulting therefrom exceeds $1,000,000, in which event Sellers and Xxxxxx will be required to indemnify Buyer for all such Damages in excess of $1,000,000.
Indemnification Deductible. Other than with respect to Fundamental Representations, no Buyer Indemnified Party shall be entitled to indemnification for Losses under clause (1) of Section 6.2(a)(i) and clause (1) of Section 6.2(a)(ii) unless and until the aggregate amount of Losses suffered or incurred by Buyer Indemnified Parties pursuant to such clauses exceeds $100,000 (the “Threshold”), provided that if the aggregate amount of Losses suffered or incurred by Buyer Indemnified Parties exceeds the Threshold, the Sellers shall be liable for all such Losses. Other than with respect to Fundamental Representations, no Seller Indemnified Party shall be entitled to indemnification for Losses under Section 6.2(b)(i) unless and until the aggregate amount of Losses suffered or incurred by Seller Indemnified Parties pursuant to such Section exceeds the Threshold, provided that if the aggregate amount of Losses suffered or incurred by Seller Indemnified Parties exceeds the Threshold, the Buyer shall be liable for all such Losses.
Indemnification Deductible. 34 8.5. SUBROGATION.........................................................35 8.6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES..........................35 8.7. ADDITIONAL NOTICE; COOPERATION......................................35 8.8. EXCLUSIVE REMEDY....................................................35 ARTICLE
