Indemnification Threshold and Cap Clause Samples

Indemnification Threshold and Cap. (a) Notwithstanding anything to the contrary contained herein, no Person or Party shall have any obligation to indemnify Parent or the Company, as the case may be, from and against any Adverse Consequences caused proximately by the breach of any representation or warranty of Parent or the Company hereunder, as the case may be, until Parent or the Company, as the case may be, has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of $250,000 in the aggregate, with no single Adverse Consequence being valued at less than $50,000. Notwithstanding the foregoing, once the threshold referred to in the prior sentence is met, any Person or Party having an obligation to indemnify shall indemnify Parent or the Company from dollar one. (b) Notwithstanding anything to the contrary contained herein, no Person or Party shall have any obligation to indemnify Parent or the Company, as the case may be, from and against any Adverse Consequences caused proximately by the breach of any representation or warranty of Parent or the Company hereunder, as the case may be, in excess of an amount equal to US $1,000,000.

Indemnification Threshold and Cap. (a) In respect of ▇▇▇▇▇’s assertion of an Indemnification Claim under Section 13(a), Buyer shall not be entitled to indemnification until the aggregate amount for which indemnification is sought exceeds $5,000.00. If this threshold is reached, Buyer may assert an Indemnification Claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section 13(a) without regard to any threshold. The maximum aggregate amount for which Buyer may assert Indemnification Claims, including any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation, shall be Two Million, Two Hundred and Fifty Thousand and 00/100 US Dollars ($2,250,000) (“Indemnification Cap” with respect to this Section 15(a) and Section 15(b)). (b) In respect of Seller’s assertion of an Indemnification Claim under Section 14(a), Seller shall not be entitled to indemnification until the aggregate amount for which indemnification is sought collectively exceeds $5,000.00. If this threshold is reached, Seller may assert an Indemnification Claim for the full amount of the claim (going back to the first dollar) and may assert any subsequent Indemnification Claim under Section 14(a) without regard to any threshold. The maximum aggregate amount for which Seller may assert Indemnification Claims shall not exceed the Indemnification Cap, except that any Loss caused by, arising out of or relating to any fraud or intentional misrepresentation, shall not be subject to the Indemnification Cap. (c) In no event shall any indemnifying party hereunder be liable to any indemnified party hereunder for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple. (d) Payments by an indemnifying party hereunder in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the indemnified party hereunder in respect of any such claim. The indemnified party hereunder shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to ...

Indemnification Threshold and Cap. Notwithstanding any other provision of this Agreement: (a) No Indemnitor shall have any indemnification obligations under Section 7.01(a) (exclusive of a Shareholder Warranty Breach under Section 2.30), Section 7.01(c) or Section 7.02(a) (exclusive of a Buyer Warranty Breach under Section 3.04(e) that relates to the HSR Act or under Section 3.05 or Section 3.06) unless and until the claims asserted against the applicable Indemnitor exceed $[ ] in the aggregate (the “Threshold Amount”).87 If indemnification 85 On the theory that representations regarding the legal ownership of the securities being purchased and the title to any key assets are at the heart of the acquiror’s benefit of the bargain in an acquisition, the parties often agree that these representations survive the closing indefinitely.

Indemnification Threshold and Cap. (a) Notwithstanding any other provision hereof, no Seller Indemnitor will have any indemnification obligations under Section 8.01(a) (exclusive of a Seller Warranty Breach involving any of Sellers' Fundamental Warranties or under Section 2.05(d), a Shareholder Warranty Breach involving any of Shareholder's Fundamental Warranties or any claim involving fraud) or Section 8.02(a) (exclusive of a Buyer Warranty Breach involving any of Buyer's Fundamental Warranties or any claim involving fraud) unless and until the claims asserted against the Seller Indemnitors exceed $60,000 in the aggregate (the "Threshold Amount"); thereafter, and subject to Section 8.06(b), the Seller Indemnitors will be liable for all indemnification claims properly asserted thereagainst, including those comprising the Threshold Amount. (b) The Seller Indemnitors’ indemnification obligations under Article II and Section 8.01(a) (other than claims involving fraud, which are not subject to a cap) will be capped at $310,000 or, in the case of Seller Warranty Breaches involving any of Sellers' Fundamental Warranties or Shareholder Warranty Breaches involving any of Shareholder's Fundamental Warranties, the Purchase Price.

Indemnification Threshold and Cap. (a) Notwithstanding any other provision hereof, neither UBICS, on one hand, nor Rekhi, on the other hand, shall have any indemnification obligations under this Article unless and until the claims asserted against such party exceed $175,000 in the aggregate (the "THRESHOLD AMOUNT"); thereafter, such party shall be liable for all indemnification claims properly asserted against it, including those comprising the Threshold Amount. (b) The maximum aggregate indemnification obligations of Rekhi under Section 7.02 and of UBICS under Section 7.03, shall in each case, not exceed 30% of the product of (i) the total number of Exchange Shares times (ii) the Closing Price.

Indemnification Threshold and Cap. No claim may be made against Serologicals, Royalty or any Seller for indemnification pursuant to this Article 11 with respect to any individual Loss, unless the aggregate of all such Losses under this Article 11 shall exceed $600,000 (the "Basket"), in which case the Buyer shall be entitled to indemnification of its Losses in excess thereof; provided, however, that with respect to Special Losses in the first 100 calendar days following the Closing Date (the "Special Indemnification Period") solely arising from breaches of the representations or warranties in Sections 4.11 or 4.13, the Basket shall be $500,000 (the "Special Basket") and, provided, further that once Special Losses during the Special Indemnification Period solely arising from breaches of the representations or warranties in Sections 4.11 or 4.13 exceed the Special Basket, Serologicals and the Sellers indemnification obligations hereunder shall extend back to any Special Losses in excess of $250,000 arising solely from breaches of Sections 4.11 or 4.

Indemnification Threshold and Cap. Notwithstanding anything contained herein to the contrary, no Indemnitee Party may recover any Losses for any breach of representation or warranty, or the inaccuracy of any representation or warranty, contained in this Agreement: (i) unless and until written notice pursuant to Section 8.5 identifying a Loss or Losses in excess of [***] Dollars ($[***]) in the aggregate (the “Threshold Amount”) has or have been delivered by one or more Indemnitee Parties to the Indemnifying Party, in which case such Indemnitee Party shall only be entitled to recover the amount of Losses so identified in excess of the Threshold Amount, or (ii) in any event in excess of [***] Dollars ($[***]), in the aggregate, as adjusted pursuant to Section 3.4 hereof (the “Indemnification Cap”).

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein, but subject to Section 10.6(b): (i) any claim by the Buyer Indemnitees against the Shareholders under this Agreement shall be payable by the Shareholders only in the event that the accumulated amount of all claims that have been Definitively Resolved (as hereinafter defined) (for purposes hereof, "Settled Claims") against the Shareholders as a group shall exceed the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) in the aggregate (the "Indemnification Threshold"); and (ii) the maximum amount for which the Shareholders as a group shall be obligated to provide indemnification hereunder shall not exceed Five Million and 00/100 Dollars ($5,000,000.00) (the "Indemnification Cap"). At such time as the aggregate amount of Settled Claims against the Shareholders as a group exceeds the Indemnification Threshold, the Shareholders shall thereafter be liable for the amount of all claims in excess of the Indemnification Threshold, but subject to the Indemnification Cap and the other limitations set forth in this Article X, and subject to Section 10.6(b).

Indemnification Threshold and Cap. Notwithstanding the foregoing, the Indemnified Party shall not be entitled to recover any Losses until such time as the aggregate amount of all such Losses that have been suffered or incurred by the Indemnified Party exceeds US$100,000. The Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the Purchase Price except for Losses attributable to the gross negligence, willful misconduct or fraud of the Indemnifying Party, which such Losses shall not be subject to the cap described in this Section 4.4.