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.
Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein, but subject to Section 10.6(c): (i) any claim by a Claiming Party against any Indemnifying Party under this Agreement shall be payable by the Indemnifying Party only in the event and to the extent that the accumulated amount of all claims that have been Definitively Resolved (as hereinafter defined) (for purposes hereof, "Settled Claims") against such Indemnifying Party shall exceed the amount of Nine Hundred Nineteen Thousand Dollars ($919,000) in the aggregate (the "Indemnification Threshold"); and (ii) the maximum amount for which an Indemnifying Party shall be obligated to provide indemnification hereunder shall not exceed Twenty Million Dollars ($20,000,000) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, all Buyer Indemnities (or Buyer Affiliates), on the one hand, and all Principal Shareholders as a group, on the other hand, shall be considered to be one "Indemnifying Party." At such time as the aggregate amount of Settled Claims against an Indemnifying Party shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the full amount of all further claims beyond the Indemnification Threshold, subject to the Indemnification Cap.
Indemnification Threshold and Cap. Notwithstanding any other provision of this Agreement:
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 4.13. In addition, no Seller, Royalty or Serologicals shall be liable for an individual claim under this Article 11 that does not exceed $15,000 during the Special Indemnification Period or $25,000 thereafter. The indemnification provisions of this Article 11 shall be effective against Serologicals and the Sellers only until the dollar amount paid by Serologicals and the Sellers in respect of the Losses indemnified hereunder (including any payment made during or with respect to the Special Indemnification Period for Special Losses) aggregates $6,000,000; provided however, that such indemnification provisions shall be effective against Serologicals and the Sellers in the amount of an additional $4,000,000 with respect to environmental matters; it being understood and agreed that the maximum aggregate liability of Serologicals and the Sellers under the indemnification provisions of Article 11 shall not exceed $10,000,000. Notwithstanding the foregoing, the indemnification provisions of this Article 11 shall be effective against Serologicals and the Sellers during the Special Indemnification Period solely with respect to Special Losses solely arising from breaches of the representations or warranties in Sections 4.11 or 4.13 only until the dollar amount paid by Serologicals and the Sellers aggregates $2,000,000. For the purposes of this Article 11, in computing such individual or aggregate amounts of claims, the amount of each claim shall be deemed to b...
Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein, but subject to the provisions of this Section 14(h) and those of Section 14(i):
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.
Indemnification Threshold and Cap. (a) Notwithstanding any other provision hereof, no Indemnitor will have any indemnification obligations under Section 8.01(a) (exclusive of a Company Warranty Breach or a Seller Warranty Breach involving any of Sellers’ Fundamental Warranties, willful misrepresentation or fraud) or Section 8.02(a) (exclusive of a Buyer Warranty Breach involving any of Buyer’s Fundamental Warranties, willful misrepresentation or fraud) unless and until the Losses with respect to claims asserted against such Indemnitor exceed Five Hundred Thousand U.S. Dollars ($500,000) in the aggregate (the “Threshold Amount”); thereafter, such Indemnitor will be liable for the Losses for which indemnification claims properly asserted against it, in excess of the Threshold Amount plus Two Hundred Fifty Thousand U.S. Dollars ($250,000) of the Threshold Amount.
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 $60,000 in the aggregate (the "Threshold Amount"); thereafter, and subject to Section 8.06(b), the Seller Indemnitors will be liable for all indemnification claims properly asserted thereagainst, including those comprising the Threshold Amount.
Indemnification Threshold and Cap. Notwithstanding anything contained herein to the contrary, no Indemnitee Party may recover any Losses for any breach of representation or warranty, or the inaccuracy of any representation or warranty, contained in this Agreement: (i) unless and until written notice pursuant to Section 8.5 identifying a Loss or Losses in excess of [***] Dollars ($[***]) 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):
