Common use of Indemnification Threshold and Cap Clause in Contracts

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): (i) any claim by an Indemnified Party against any Indemnifying Party under Section 14(c)(i) or 14(d)(i) of this Agreement shall be payable by the Indemnifying Party only in the event that the accumulated amount of all claims against such Indemnifying Party shall exceed the amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00) 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 Ten Million and 00/100 Dollars ($10,000,000.00) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, the Seller and the Shareholders, on the one hand, and the Buyer and ▇▇▇▇▇▇'▇, 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 exceeds the Indemnification Threshold, such party shall thereafter be liable for the amount by which the aggregate amount of all such claims exceeds the Indemnification Threshold, but subject to the Indemnification Cap (and subject to Section 14(i)).

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): 10.6(c): (i) any claim by an Indemnified a Claiming Party against any Indemnifying Party under Section 14(c)(i) or 14(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 that have been Definitively Resolved (as hereinafter defined) (for purposes hereof, "Settled Claims") against such Indemnifying Party shall exceed the amount of Four Nine Hundred Nineteen Thousand and 00/100 Dollars ($400,000.00919,000) 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 Ten Twenty Million and 00/100 Dollars ($10,000,000.0020,000,000) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, the Seller and the Shareholdersall Buyer Indemnities (or Buyer Affiliates), on the one hand, and the Buyer 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 all claims Settled Claims against an Indemnifying Party exceeds shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the amount by which the aggregate full amount of all such further claims exceeds beyond the Indemnification Threshold, but subject to the Indemnification Cap (and subject to Section 14(i))Cap.

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein, but subject to the provisions of this herein and except as provided in Section 14(h) and those of Section 14(i): 16(h): (i) any claim by an Indemnified Party against any Indemnifying Party under Section 14(c)(iSections 16(c)(i) or 14(d)(i16(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 Four One Hundred Thousand and 00/100 Dollars ($400,000.00100,000) 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 Ten Million and 00/100 Dollars ($10,000,000.00) the Purchase Price (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, the Seller and the Shareholders, on the one hand, and the Buyer and ▇▇▇▇▇▇'▇, 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 all claims against an Indemnifying Party exceeds shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the amount by which the aggregate full amount of all such further claims exceeds beyond the Indemnification Threshold, but subject to the Indemnification Cap 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 (and subject provided, that the Indemnification Threshold shall continue to Section 14(i)be available for all other claims to which this sentence does not apply).

Indemnification Threshold and Cap. Notwithstanding anything to the contrary herein, but subject to the provisions of this herein and except as provided in Section 14(h) and those of Section 14(i): 15(h): (i) any claim by an Indemnified Party against any Indemnifying Party under Section 14(c)(iSections 15(c)(i) or 14(d)(i15(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 Four Hundred Eighty One Thousand and 00/100 Dollars ($400,000.0081,000) 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 Ten Two Million and 00/100 Dollars ($10,000,000.002,000,000) (the "Indemnification Cap"). In applying the Indemnification Threshold and the Indemnification Cap, the Seller Buyer and the ShareholdersRoundy's, on the one hand, and the Buyer and ▇▇▇▇▇▇'▇Seller, on the other hand, shall be considered ▇▇ ▇▇▇▇▇dered to be one "Indemnifying Party." At such time as the aggregate amount of all claims against an Indemnifying Party exceeds shall exceed the Indemnification Threshold, such party shall thereafter be liable on a dollar-for-dollar basis for the amount by which the aggregate full amount of all such further claims exceeds beyond the Indemnification Threshold, but subject to the Indemnification Cap (and subject to Section 14(i))Cap.