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. No Indemnified Party may recover any Losses (i) unless and until written notice pursuant to Section 6.3(a) identifying a Loss or Losses in excess of [***] Dollars ($[***]) in the aggregate (the “Threshold Amount”) has or have been delivered to the Escrow Agent by one or more Indemnified Parties, in which case such Indemnified Party shall be entitled to recover all Losses so identified, or (ii) in excess of (A) [***] Dollars ($[***]) (the “General Indemnification Cap”) for Losses incurred under Section 6.2(a)(i) or (B) [***] Dollars ($[***]) (the “IP Indemnification Cap” together with the General Indemnification Cap, the “Indemnification Cap”) for Losses incurred under Section 6.2(a)(iv) (“IP Losses”); provided that, in the event and to the extent that any Indemnified Party incurs IP Losses that exceed the IP Indemnification Cap, such IP Losses may be applied to the General Indemnification Cap if the General Indemnification Cap has not already been exhausted. By way of example only, assume hypothetically that there are Losses excluding IP Losses of $[***] and IP Losses of $[***]. In such case, the IP Losses would first be used against the IP Indemnification Cap, after which there would be $[***] in unreimbursed IP Losses. The balance of $[***] in the General Indemnification Cap after reimbursement of $[***] of non-IP losses would be available to provide reimbursement for the $[***] in unreimbursed IP Losses. Notwithstanding the foregoing, Taconic shall be entitled to recover for, and the Threshold Amount and the Indemnification Cap shall not apply as a threshold or cap to, any and all claims or payments made with respect to (A) all Losses incurred pursuant to clauses (ii) or (iii) of Section 6.2(a), (B) fraud or knowing or willful breach or inaccuracy of a representation or warranty contained herein or (C) any breach or inaccuracy of a Special Representation. With regard to the matter described in Section 6.2(a)(iii), Caliper shall continue the defense of the action described therein at its own expense and shall be solely responsible for any expenses and Losses incurred in connection therewith.

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 Indemnitor will have any indemnification obligations under Section 6.01(a) (exclusive of a Seller Warranty Breach involving any of Seller's Fundamental Warranties or any claim involving fraud) or Section 6.02(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 such Indemnitor exceed $47,500 in the aggregate (the "Threshold Amount"); thereafter, such Indemnitor will be liable for all indemnification claims properly asserted against it, except for those comprising the Threshold Amount. (b) Seller’s indemnification obligations under Section 6.01(a) will be capped at $475,000 or, in the case of Seller Warranty Breaches involving any of Seller's Fundamental Warranties other than a Seller Warranty Breach of the representations and warranties set forth in Section 2.17 (Title Matters), one-half of the Purchase Price, or, in the case of either (i) a Seller Warranty Breach of the representations and warranties set forth in Section 2.17 (Title Matters) or (ii) a claim involving fraud, the Purchase Price.

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.

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. (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. 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).