Common use of Indemnification Threshold and Cap Clause in Contracts

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein and except as provided in Section 16(h): (i) any claim by an Indemnified Party against any Indemnifying Party under Sections 16(c)(i) or 16(d)(i) shall be payable by the Indemnifying Party only in the event and to the extent that the accumulated amount of all claims against such Indemnifying Party shall exceed the amount of One Hundred Thousand Dollars ($100,000) 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 the Purchase Price (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, Buyer and Xxxxxx'x, on the one hand, and all Seller and the Principal Shareholders, on the other hand, shall be considered to be one "Indemnifying Party." At such time as the aggregate amount of 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. Further, the Indemnification Threshold shall not apply in the case of any single claim or series of related claims that itself or themselves exceed the Indemnification Threshold (provided, that the Indemnification Threshold shall continue to be available for all other claims to which this sentence does not apply).

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein herein, but subject to the provisions of this Section 14(h) and except as provided in those of Section 16(h): 14(i): (i) any claim by an Indemnified Party against any Indemnifying Party under Sections 16(c)(iSection 14(c)(i) or 16(d)(i14(d)(i) of this Agreement shall be payable by the Indemnifying Party only in the event and to the extent that the accumulated amount of all claims against such Indemnifying Party shall exceed the amount of One Four Hundred Thousand and 00/100 Dollars ($100,000400,000.00) in the aggregate (the "Indemnification Threshold"); and and (ii) the maximum amount for which an Indemnifying Party shall be obligated to provide indemnification hereunder shall not exceed the Purchase Price Ten Million and 00/100 Dollars ($10,000,000.00) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, Buyer the Seller and Xxxxxx'xthe Shareholders, on the one hand, and all Seller the Buyer and the Principal ShareholdersXxxxxx'x, on the other hand, shall be considered to be one "Indemnifying Party." At such time as the aggregate amount of all claims against an Indemnifying Party shall exceed exceeds the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the full amount by which the aggregate amount of all further such claims beyond exceeds the Indemnification Threshold, but subject to the Indemnification Cap. Further, the Indemnification Threshold shall not apply in the case of any single claim or series of related claims that itself or themselves exceed the Indemnification Threshold Cap (provided, that the Indemnification Threshold shall continue and subject to be available for all other claims to which this sentence does not applySection 14(i)).

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein and except as provided in herein, but subject to Section 16(h10.6(c): (i) any claim by an Indemnified a Claiming Party against any Indemnifying Party under Sections 16(c)(i) or 16(d)(i) 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 One Nine Hundred Nineteen Thousand Dollars ($100,000919,000) 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 the Purchase Price Twenty Million Dollars ($20,000,000) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, all Buyer and Xxxxxx'xIndemnities (or Buyer Affiliates), on the one hand, and all Seller and the Principal ShareholdersShareholders as a group, on the other hand, shall be considered to be one "Indemnifying Party." At such time as the aggregate amount of claims 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. Further, the Indemnification Threshold shall not apply in the case of any single claim or series of related claims that itself or themselves exceed the Indemnification Threshold (provided, that the Indemnification Threshold shall continue to be available for all other claims to which this sentence does not apply).

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein and except as provided in Section 16(h15(h): (i) any claim by an Indemnified Party against any Indemnifying Party under Sections 16(c)(i15(c)(i) or 16(d)(i15(d)(i) shall be payable by the Indemnifying Party only in the event and to the extent that the accumulated amount of all claims against such Indemnifying Party shall exceed the amount of Eighty One Hundred Thousand Dollars ($100,00081,000) 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 the Purchase Price Two Million Dollars ($2,000,000) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, Buyer and Xxxxxx'xRoundy's, on the one hand, and all Seller and the Principal ShareholdersSeller, on the other hand, shall be considered xx xxxxxdered to be one "Indemnifying Party." At such time as the aggregate amount of 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. Further, the Indemnification Threshold shall not apply in the case of any single claim or series of related claims that itself or themselves exceed the Indemnification Threshold (provided, that the Indemnification Threshold shall continue to be available for all other claims to which this sentence does not apply).