Indemnification Threshold. (a) Notwithstanding anything in this Agreement to the contrary, no Purchaser Indemnitee shall be entitled to indemnification under this Article XI until the aggregate Losses suffered by the Purchaser Indemnitees exceeds $25,000 (the “Indemnification Threshold”), at which point the Seller Group will indemnify the Purchaser Indemnitees dollar for dollar for any amounts as if there had been no Indemnification Threshold.
(b) Notwithstanding anything in this Agreement to the contrary, no Seller Indemnitee shall be entitled to indemnification under this Article XI until the aggregate Losses suffered by the Seller Indemnitees exceeds the Indemnification Threshold, at which point the Purchaser Group will only be obligated to indemnify the Seller Indemnitees from and against further Losses.
Indemnification Threshold. No claim for indemnification will be made by any Indemnified Party against any Indemnifying Parties unless the aggregate of all Damages incurred by the Indemnified Parties exceeds $10,000, in which case the Indemnifying Parties shall be liable for such Damages including the initial $10,000.
Indemnification Threshold. Notwithstanding anything to the contrary herein, in no event shall any party be liable to any other party under any warranty, representation, indemnity or covenant made by such party in this Agreement until the aggregate amount of Damages thereunder against such party exceeds Ten Thousand Dollars ($10,000) (the "Threshold"), at which point such party shall be liable for the full amount of liability for such claims below and above the threshold.
Indemnification Threshold. The Warrantors shall not be liable for indemnification to any Indemnified Party under Section 8.3(i) and (ii) unless the aggregate liability of the Warrantors is in excess of RMB 5,000,000 (the “Deductible”), in which case the Warrantors shall be liable for all amounts related to such Indemnifiable Losses (including the amounts otherwise constituting the Deductible) in accordance with Section 8.3(i) and (ii), as the case may be.
Indemnification Threshold. No Indemnification Demand shall be ------------------------- made under this Article IX until such time that the party making an Indemnification Demand believes, in good faith, that it has a claim or claims for indemnity totaling One Hundred Thousand Dollars ($100,000) or more, singly or in the aggregate, and no Indemnifying Party shall have any liability to an Indemnified Party until the damages to the Indemnified Party exceed a cumulative aggregate total of $100,000. Once cumulative aggregate damages exceed $100,000, the Indemnifying Party shall be liable for all damages to the Indemnified Party, including the first $100,000 of damages.
Indemnification Threshold. Except for Pharmaceutical Partners’ obligation to indemnify RMS Indemnitees pursuant to Section 12.1(b) or RMS’ obligation to indemnify Pharmaceutical Partners Indemnitees pursuant to Section 12.2(b) (as to which obligations this Section 12.4 shall not apply), no indemnification shall be payable by a Party hereunder with respect to a Third Party Claim as to which such Party would be responsible for indemnification pursuant to Section 12.1 or 12.2 unless one of the following conditions is satisfied:
(a) Any individual Third Party Claim which exceeds [**] dollars ($[**]);
(b) The aggregate amount of one or more Third Party Claim(s) of the same or a similar nature (e.g., similar cause of action) which exceeds [**] dollars ($[**]); or
(c) The aggregate amount of one or more Third Party Claim(s) which exceeds [**] dollars ($[**]); and once one of the foregoing conditions is satisfied, such indemnification obligation shall apply to the total amount of such Liabilities from the first dollar of such Liabilities. For clarity, Pharmaceutical Partners’ obligation to indemnify RMS Indemnitees pursuant to Section 12.1(b) or RMS’ obligation to indemnify Pharmaceutical Partners Indemnitees pursuant to Section 12.2(b) shall apply from the first dollar of Liability arising thereunder.
Indemnification Threshold. No Buyer Party shall be entitled to make any claim for indemnification pursuant to Section 9.2(a) unless and until the aggregate amount of Damages with respect to all such claims that may be made by all Buyer Parties pursuant to this Article 9 as a result of a Breach of any of the Sellers’ representations, warranties, obligations, covenants or agreements set forth in this Agreement exceeds an aggregate of Fifty Thousand and 00/100 Dollars ($50,000) (the “Indemnification Threshold”), after which the Sellers shall be liable for the full amount of such Damages, subject to the Indemnification Cap. No Seller shall be entitled to make any claim for indemnification pursuant to Section 9.2(b) unless and until the aggregate amount of Damages with respect to all such claims that may be made by the Sellers pursuant to this Article 9 exceeds the Indemnification Threshold, after which the Buyer shall be liable for the full amount of such Damages, subject to the Indemnification Cap.
Indemnification Threshold. Notwithstanding any of the provisions of this Section 10.4, Buyer agrees not to make claims for money Damages hereunder unless and until the aggregate of such claims exceeds $50,000 (the "Indemnification Threshold"); provided, however, that (i) subject to the provisions set forth below, the aggregate amount payable to Buyer or Sellers hereunder with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by Buyer for Damages arising from a breach by any Majority Shareholder of any provisions of Article II, Article IV, Sections 5.4, 5.5, 5.12, 5.14, 5.16, 5.18, 5.20, 5.27 and 5.34 and any claim arising from a breach of any provisions of any such Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, Buyer shall be entitled to the full dollar amount of such Damages. Notwithstanding any of the provisions of this Section 10.4, the Majority Shareholders agree not to make claims for money Damages hereunder unless and until the aggregate of such claims exceeds the Indemnification Threshold; provided, however, that (i) the aggregate amount payable to the Sellers hereunder with respect to Damages shall not exceed the sum of the cash portion of the Purchase Price and the cash portion of the Additional Purchase Price, (ii) the Indemnification Threshold shall not be applicable to claims by the Majority Shareholders for Damages arising from a breach by Buyer of any provisions of Article II and Sections 6.5 and 6.6 and any claim arising from a breach of any provisions of any such Article or Section shall not be taken into account for purposes of determining when the Indemnification Threshold has been met and (iii) once the Indemnification Threshold has been met with respect to money Damages as to which the Indemnification Threshold is applicable, the Majority Shareholders shall be entitled to the full dollar amount of such Damages. Notwithstanding contrary provisions of Section 10.4(f)(i), should Buyer default in the payment of any part of the Additional Purchase Price, the aggregate amount payable to Buyer hereunder with respect to Damages shall not exceed the cash portion of the amount of the Purchase Price and the...
Indemnification Threshold. The Buyer Protected Parties may not recover Damages from Seller in respect of any claim for breach of warranty under Section 16.1(i) unless and until Damages have been incurred, paid or accrued in an aggregate amount greater than USD $10,000.
Indemnification Threshold. No Tax liability of $250,000 (the "Indemnification Threshold") or less in the aggregate shall in any event be indemnified under this Agreement; and provided, however, that after the Indemnification Threshold is met by either AMO or Allergan, all indemnification payments owed pursuant to this Agreement shall be paid relating back to the first dollar without regard to any Indemnification Threshold.
